Bill C-5
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46-47 ELIZABETH II |
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CHAPTER 1 |
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An Act respecting cooperatives
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[Assented to 31th March, 1998]
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Preamble
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WHEREAS cooperatives in Canada carry
on business in accordance with internationally
recognized cooperative principles;
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WHEREAS cooperatives work for the
social and economic development of their
communities through policies approved by
their members;
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WHEREAS the Government of Canada has
determined that it is desirable to modernize
the law governing those cooperatives;
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NOW, THEREFORE, Her Majesty, by and
with the advice and consent of the Senate and
House of Commons of Canada, enacts as
follows:
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SHORT TITLE |
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Short title
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1. This Act may be cited as the Canada
Cooperatives Act.
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PART 1 |
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INTERPRETATION AND APPLICATION |
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Interpretation |
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Definitions
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2. (1) The definitions in this subsection
apply in this Act.
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``affairs'' « affaires internes »
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``affairs'' means the relationship between a
cooperative and its affiliates and their
members, shareholders, directors and
officers, but does not include the business
carried on by those bodies corporate.
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``affiliate'' « groupe »
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``affiliate'' means an affiliated body corporate
within the meaning of subsection (2).
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``articles'' « statuts »
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``articles'' means the original or restated
articles of incorporation, articles of
amendment, articles of amalgamation,
articles of continuance, articles of
reorganization, articles of arrangement,
articles of dissolution, articles of revival
and articles of correction, and includes any
amendments to any of them.
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``associate'' « liens »
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``associate'', in respect of a relationship with
a person, means
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``auditor'' « vérifica- teur »
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``auditor'' includes a firm of accountants.
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``bearer'' « porteur »
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``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.
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``beneficial
ownership'' « véritable propriétai- re »
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``beneficial ownership'' includes
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``body
corporate'' « personne morale »
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``body corporate'' includes a cooperative, a
cooperative entity, a company or any other
body corporate wherever or however
incorporated.
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``call'' « option d'achat »
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``call'' means an option transferable by
delivery, to demand delivery of a specified
number 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.
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``cooperative'
' « coopérative »
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``cooperative'' means a body corporate that is
incorporated under this Act and not
discontinued under this Act.
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``cooperative
entity'' « entité coopérative »
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``cooperative entity'' means a body corporate
that, by the law under which it is organized
and operated, must be organized and
operated on - and is organized and
operated on - cooperative principles.
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``court'' « tribunal »
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``court'' means the court of first instance of
superior jurisdiction of a province.
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``debt
obligation'' « titre de créance »
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``debt obligation'' means a bond, debenture,
note or other evidence of indebtedness of an
entity, whether secured or unsecured.
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``delegate'' « délégué »
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``delegate'' means an individual who is
appointed or elected to represent a member
at a meeting of members.
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``Director'' « directeur »
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``Director'' means the Director appointed
under section 371.
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``director'' « administrate ur »
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``director'' means an individual occupying the
position of director, by whatever name
called, of a cooperative, and ``board of
directors'' or ``directors'' refers to the
directors as a body.
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``distributing
cooperative'' « coopérative ayant fait appel au public »
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``distributing cooperative'' means a
cooperative any of whose issued securities,
other than membership shares or member
loans, are or were part of a distribution to
the public and remain outstanding and are
held by more than one person.
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``entity'' « entité »
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``entity'' means a body corporate, a trust, a
partnership, a fund or an unincorporated
organization.
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``federation'' « fédération »
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``federation'' means a cooperative whose
membership is composed substantially of
other cooperative entities, federations or
leagues of cooperative entities.
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``firm of
accountants'' « cabinet de comptables »
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``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
incorporated by or under an Act of the
legislature of a province and engaged in the
practice of accounting.
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``former Act
cooperative'' « coopérative sous le régime de l'ancienne loi »
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``former Act cooperative'' means a
cooperative that was incorporated under the
Canada Cooperative Associations Act.
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``holder'' « détenteur »
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``holder'' means
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``incorporated
'' « constitué »
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``incorporated'', when used with reference to
a body corporate that is incorporated by or
under an Act of Parliament or of the
legislature of a province, includes a body
corporate that is continued by or under any
such Act.
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``incorporator
'' « fondateur »
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``incorporator'' means a person who signs
articles of incorporation.
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``individual'' « particulier »
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``individual'' means a natural person.
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``issuer'' « émetteur »
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``issuer'', in respect of a security, means the
entity that issues the security.
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``investment
share'' « part de placement »
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``investment share'' means a share in the
capital of a cooperative that is not a
membership share.
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``meeting of a
cooperative'' « assemblée d'une coopérative »
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``meeting of a cooperative'' means
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``member'' « membre »
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``member'' means a member of a cooperative,
but does not include an auxiliary member.
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``member
loan'' « prêt de membre »
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``member loan'' means a loan required by the
cooperative from its members as a
condition of membership or to continue
membership 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 membership share issued at
par value.
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``membership
share'' « part de membre »
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``membership share'' means a share described
in section 118.
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``Minister'' « ministre »
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``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.
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``officer'' « dirigeant »
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``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
secretary, the treasurer, an assistant
treasurer and the general manager of a
cooperative, and any other individual
designated as an officer of the cooperative
by by-law or by resolution of the directors,
or any other individual who performs
functions for the cooperative similar to
those normally performed by an individual
occupying any such office.
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``ordinary
resolution'' « résolution ordinaire »
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``ordinary resolution'' means a resolution
passed by a majority - 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
entitled to vote in respect of the resolution.
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``patronage
return'' « ristourne »
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``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
cooperative.
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``person'' « personne »
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``person'' means an individual or an entity and
includes a legal representative.
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``prescribed''
Version
anglaise
seulement
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``prescribed'' means prescribed by regulation.
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``proxy'' « procuration »
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``proxy'' means a completed and executed
form of proxy by means of which a
shareholder appoints a proxyholder to
attend and act on the shareholder's behalf at
a meeting of the shareholders.
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``put'' « option de vente »
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``put'' means an option transferable by
delivery, to deliver a specified number or
amount of securities at a fixed price within
a specified time.
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``redeemable'' « rachetable »
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``redeemable'', with respect to an investment
share issued by a cooperative, means that
the share is one
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``security'' « valeur mobilière »
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``security'' includes an investment share, a
debt obligation of a cooperative and a
certificate evidencing such a share or debt
obligation and, for the purposes of Part 19,
includes a membership share.
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``security
interest'' « sûreté »
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``security interest'' means an interest in or
charge on property of a cooperative to
secure payment of a debt or the
performance of an obligation of the
cooperative.
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``send'' « envoyer »
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``send'' includes deliver.
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``series'' « série »
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``series'', in respect of investment shares,
means a division of a class of those shares.
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``share'' « part »
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``share'' means a membership share or an
investment share.
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``shareholder'
' « détenteur de parts de placement »
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``shareholder'' means a person described in
section 6.
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``special
resolution'' « résolution spéciale »
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``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
entitled to vote in respect of the resolution.
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``unanimous
agreement'' « convention unanime »
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``unanimous agreement'' means an agreement
in writing among all members and all
shareholders, if any, that contains a
provision referred to in subsection 115(1).
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Affiliates
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(2) For the purposes of this Act,
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Electronic
delivery
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