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Bill S-19

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    (d.1) prescribing, for the purposes of subsection 58(2.1), a manner of determining the number of investment shares required for a person to be eligible to make a proposal, including the time and manner of determining a value or percentage of the outstanding investment shares;

    (d.2) prescribing, for the purposes of paragraph 58(4)(d), the minimum amount of support required in relation to the number of times the person has submitted substantially the same proposal within the prescribed period;

(3) Subsection 372(1) of the Act is amended by striking out the word ``and'' at the end of paragraph (e) and by adding the following after paragraph (f):

    (g) prescribing the time and circumstances when a document, notice or other information sent or otherwise given electronically is to be considered to be sent or received and the place where they are considered to have been sent or received; and

    (h) prescribing the manner of, and conditions for, satisfying by telephonic, electronic or other communication facility, any requirement under this Act for attending a meeting, or for holding or conducting a vote, including a vote by show of hands or by ballot.

(4) Section 372 of the Act is amended by adding the following after subsection (1):

Incorporation by reference

(2) The regulations may incorporate any material by reference, regardless of its source and either as it exists on a particular date or as amended from time to time.

Incorporated material is not a regulation

(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

212. The Act is amended by adding the following after section 372:

Fee to be paid before service performed

372.1 The fee in respect of the filing, examination, or copying of any document or in respect of any action that the Director is required or authorized to take must be paid to the Director on the filing, examination, or copying or before the Director takes the action in respect of which the fee is payable.

213. (1) The portion of paragraph 373(2)(b) of the Act before subparagraph (i) is replaced by the following:

    (b) on receiving the articles or statement in the form that the Director has fixed, any other required documents and the required fees, the Director must

(2) Subparagraph 373(2)(b)(iv) of the Act is replaced by the following:

      (iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of it, to the cooperative or its agent , and

214. Sections 375 and 376 of the Act are replaced by the following:

Certificate

375. (1) The Director may provide any person with a certificate that a cooperative

    (a) has sent to the Director a document required to be sent;

    (b) has paid all required fees; or

    (c) exists as of a certain date.

Director may refuse to issue certificate of existence

(2) For greater certainty, the Director may refuse to issue a certificate under paragraph (1)(c) if the Director has knowledge that the cooperative is in default of sending a document required to be sent or is in default of paying a required fee.

Alteration

376. The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized to do so by the person who sent the document or by their representative.

Corrections at request of Director

376.1 (1) If there is an error in articles, a notice , a certificate or other document , the directors, members or shareholders must, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take any other steps that the Director may reasonably require so that the Director may correct the document .

No prejudice

(2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative.

Corrections at the request of the cooperative

(3) The Director may, at the request of the cooperative or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if

    (a) the correction is approved by the directors of the cooperative, unless the error is obvious or was made by the Director; and

    (b) the Director is satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative and that the correction reflects the original intention of the cooperative or the incorporators, as the case may be.

Application to court

(4) If, in the view of the Director, of the cooperative or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the members, shareholders or creditors.

Notice to Director

(5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

Director may require surrender of document

(6) The Director may demand the surrender of the original document , and may issue a corrected certificate or file the corrected articles, notice or other document .

Date of corrected document

(7) A corrected document must bear the date of the document it replaces unless

    (a) the correction is made with respect to the date of the document, in which case the document must bear the corrected date; or

    (b) the court decides otherwise.

Notice

(8) If a corrected certificate materially amends the terms of the original certificate, the Director must without delay give notice of the correction in a publication generally available to the public.

Cancellation of articles by Director

376.2 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a cooperative.

No prejudice

(2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative.

Request to Director to cancel articles

(3) In the prescribed circumstances, the Director may, at the request of a cooperative or of any other interested person, cancel the articles and related certificate of the cooperative if

    (a) the cancellation is approved by the directors of the cooperative; and

    (b) the Director is satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative and that the cancellation reflects the original intention of the cooperative or the incorporators, as the case may be.

Application to court

(4) If, in the view of the Director, of the cooperative or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the members, shareholders or creditors.

Notice to Director

(5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

Return of certificate

(6) The Director may demand the surrender of a cancelled certificate.

215. Subsection 377(1) of the Act is replaced by the following:

Inspection

377. (1) A person who has paid the required fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 330(2), and to make copies of it or take extracts from it.

216. Subsection 378(3) of the Act is replaced by the following:

Retention of records

(3) The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 373, after the expiration of the prescribed period.

TRANSITIONAL PROVISIONS

217. Part XIX.1 of the Canada Business Corporations Act, as enacted by section 115 of this Act, does not apply to any proceeding commenced before the coming into force of that section.

218. Part 18.1 of the Canada Cooperatives Act, as enacted by section 203 of this Act, does not apply to any proceeding commenced before the coming into force of that section.

CONSEQUENTIAL AMENDMENTS

1997, c. 26

Budget Implementation Act, 1997

219. Paragraph 8(2)(n) of the Budget Implementation Act, 1997 is replaced by the following:

    (n) subsections 124(1) to (6) (indemnification of directors and insurance for director's liability);

R.S., c. C-10

Canada Post Corporation Act

1993, c. 17, s. 1

220. Section 27 of the Canada Post Corporation Act is replaced by the following:

Canada Business Corporations Act

27. (1) The definitions ``beneficial ownership'', ``debt obligation'', ``redeemable share'', ``security'', ``security interest'' and ``special resolution'' in subsection 2(1) and sections 23 to 26, 34, 36 to 38 (except subsection 38(6)), 42, 43 , 50, 172 and 257 of the Canada Business Corporations Act apply, with such modifications as the circumstances require, in respect of the Corporation as if the references therein to articles were references to the by-laws of the Corporation.

Assets of Corporation

(2) For the purposes of applying subsections 34(2), 36(2) and 38(3) and section 42 of the Canada Business Corporations Act in respect of the Corporation, the assets held by the Corporation as an agent of Her Majesty in right of Canada shall be deemed to be assets of the Corporation.

CONDITIONAL AMENDMENTS

221. If Bill C-6, introduced in the 2nd Session of the 36th Parliament and entitled the Personal Information Protection and Electronic Documents Act, is not assented to, or is assented to but section 31 of that Act is not in force, when section 252.6 of the Canada Business Corporations Act (``the other Act''), as enacted by section 121 of this Act, comes into force, then, on the day that section 252.6 of the other Act comes into force, subsections 252.6(2) and (3) of the other Act are replaced by the following:

Definitions

(2) The definitions in this subsection apply in this section.

``data''
« données »

``data'' means representations of information or concepts, in any form.

``electronic document''
« document électroni-
que »

``electronic document'' means data that is recorded or stored on any medium in or by a computer system or other similar device and that can be read or perceived by a person or a computer system or other similar device. It includes a display, printout or other output of that data.

``electronic signature''
« signature électroni-
que »

``electronic signature'' means a signature that consists of one or more letters, characters, numbers or other symbols in digital form incorporated in, attached to or associated with an electronic document.

``secure electronic signature''
« signature électronique sécurisée »

``secure electronic signature'' means an electronic signature that results from the application of a technology or process prescribed by regulations made under subsection (4).

Clarification

(3) For the purpose of complying with paragraph (1)(c), the references to an ``electronic document'' in sections 252.3 to 252.5 are to be read as references to an ``electronic document'' as defined in subsection (2).

Regulations

(4) Subject to subsection (5), the Governor in Council may, on the recommendation of the Treasury Board, make regulations prescribing technologies or processes for the purpose of the definition ``secure electronic signature'' in subsection (2).

Characteris-
tics

(5) The Governor in Council may prescribe a technology or process only if the Governor in Council is satisfied that it can be proved that

    (a) the electronic signature resulting from the use by a person of the technology or process is unique to the person;

    (b) the use of the technology or process by a person to incorporate, attach or associate the person's electronic signature to an electronic document is under the sole control of the person;

    (c) the technology or process can be used to identify the person using the technology or process; and

    (d) the electronic signature can be linked with an electronic document in such a way that it can be used to determine whether the electronic document has been changed since the electronic signature was incorporated in, attached to or associated with the electronic document.

Effect of amendment or repeal

(6) An amendment to or repeal of any provision of a regulation made under subsection (4) that has the effect of removing a prescribed technology or process from the regulation does not, by itself, affect the validity of any electronic signature resulting from the use of that technology or process while it was prescribed.

222. (1) If Bill C-23, introduced in the 2nd Session of the 36th Parliament and entitled the Modernization of Benefits and Obligations Act (the ``other Act''), receives royal assent, then paragraph (e) of the definition ``associate'' in subsection 2(1) of the English version of the Canada Business Corporations Act, is replaced by the following:

    (e) a child of that person or of the spouse or individual referred to in paragraph (d), and

(2) Subsection (1) comes into force on the later of the coming into force of section 135 of this Act and section 27 of the other Act.

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