Canada Cooperatives Act (S.C. 1998, c. 1)

Act current to 2018-07-05 and last amended on 2018-05-01. Previous Versions

AMENDMENTS NOT IN FORCE

  • — 2018, c. 8, s. 52

    • 52 Sections 22 and 23 of the Act are replaced by the following:

      • Reservation of name

        22 The Director may, on request, reserve for a prescribed period a name for an intended cooperative or for a cooperative that intends to change its name.

      • Prohibited names

        23 A cooperative must not be incorporated or continued as a cooperative under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.

  • — 2018, c. 8, s. 53

      • 53 (1) Subsections 24(1) and (2) of the Act are replaced by the following:

        • Direction to change name
          • 24 (1) The Director may direct a cooperative to change its name in accordance with section 289 if, through inadvertence or otherwise, the cooperative acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.

          • Revocation of name

            (2) If a cooperative has not followed a directive under subsection (1) or (3) within the prescribed period, the Director may revoke the name of the cooperative and assign a new name to it and, until changed in accordance with section 289, the name of the cooperative is the name assigned by the Director.

      • (2) Subsections 24(4) and (5) of the Act are repealed.

  • — 2018, c. 8, s. 54

    • 54 The Act is amended by adding the following after section 24:

      • Certificate of amendment
        • 24.1 (1) If the Director assigns a new name to a cooperative under subsection 24(2), the Director must issue a certificate of amendment showing the new name of the cooperative and must publish a notice of the change of name as soon as practicable in a publication generally available to the public.

        • Effect of certificate

          (2) The articles of the cooperative are amended accordingly on the date shown in the certificate of amendment.

  • — 2018, c. 8, s. 56

    • 2001, c. 14, s. 153(2)

      56 Paragraph 58(4)(a) of the Act is replaced by the following:

      • (a) the proposal is not submitted to the cooperative within the prescribed period;

  • — 2018, c. 8, s. 59

      • 59 (1) Section 83 of the Act is amended by adding the following after subsection (10):

        • Majority voting

          (10.1) If, at a meeting of persons who are entitled to elect or appoint directors of a distributing cooperative — other than in the case of a prescribed class of distributing cooperatives — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by those persons who are present in person or represented by proxy, unless the articles require a greater number of votes.

        • Incumbent director not elected

          (10.2) Despite subsection (3) and paragraph 84(1)(b), if an incumbent director who was a candidate in an election held in accordance with subsection (10.1) was not elected during the election, the director may continue in office until the earlier of

          • (a) the 90th day after the day of the election; and

          • (b) the day on which their successor is appointed or elected.

      • (2) Section 83 of the Act is amended by adding the following after subsection (11):

        • Separate vote for each candidate

          (12) If the election of directors is for a prescribed cooperative, a separate vote by persons who are entitled to elect or appoint directors must be taken with respect to each candidate nominated for director.

        • Exception

          (13) If an individual who was a candidate in an election held in accordance with subsection (10.1) was not elected during that election, the individual is not to be appointed, except in prescribed circumstances, as a director under subsection 85(1) before the next meeting at which an election of directors is required by persons who are entitled to elect or appoint directors.

  • — 2018, c. 8, s. 60

    • 60 Section 84 of the Act is replaced by the following:

      • Maximum term
        • 84 (1) Subject to section 86, a director is entitled to hold office for a term expiring not later than

          • (a) in the case of a cooperative that is not a distributing cooperative, the close of the third annual meeting of members following the director’s election; and

          • (b) in the case of a distributing cooperative, the close of the next annual meeting of members following the director’s election.

        • Exceptions — certain distributing cooperatives

          (2) Despite paragraph (1)(b), in the case of any prescribed class of distributing cooperatives or in any prescribed circumstances respecting distributing cooperatives or classes of distributing cooperatives, the directors are not entitled to hold office for a term that is longer than three years.

  • — 2018, c. 8, s. 63

    • 63 Subsection 169(1) of the Act is replaced by the following:

      • Duty of intermediary
        • 169 (1) Shares of a cooperative that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the prescribed documents, sends a copy of those documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for those instructions.

  • — 2018, c. 8, s. 71

    • 71 Section 251 of the Act is replaced by the following:

      • Copies to members and shareholders

        251 A cooperative shall send, within a prescribed period, a copy of the prescribed documents relating to financial disclosure to the prescribed shareholders, prescribed members and other prescribed persons.

  • — 2018, c. 8, s. 83

    • 83 Section 325 of the Act is replaced by the following:

      • Custody of documents

        325 A person who has been granted custody of the documents of a dissolved cooperative remains liable to produce those documents until the end of the prescribed period or of any other shorter period fixed by an order made under subsection 322(5).

  • — 2018, c. 8, s. 88

    • 88 The Act is amended by adding the following after section 369:

      • Exemption

        369.1 The Director may, in the prescribed circumstances and on any conditions that the Director considers appropriate, exempt any cooperative or any other person from a requirement set out in subsection 52(1), 165(1), 166(1) or 169(1) or section 251 to send any notices or other documents, or classes of notices or other documents.

  • — 2018, c. 8, s. 94

    • 2001, c. 14, s. 231

      94 Section 377 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 and make copies of or take extracts from a document, except a report sent to the Director under subsection 330(2), that is required to be sent to the Director under this Act, or that was required to be sent to a person performing a similar function under prior legislation.

        • Copies and extracts

          (2) The Director must, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

  • — 2018, c. 8, ss. 95(1) to (4)

      • 95 (1) Subsection 378(1) of the Act is replaced by the following:

        • Director’s obligation to keep documents
          • 378 (1) Documents that are received and accepted by the Director under this Act or that were received and accepted by a person performing a similar function under prior legislation must be kept by the Director in any form.

      • (2) The portion of subsection 378(2) of the Act before paragraph (a) is replaced by the following:

        • Obligation to furnish

          (2) If documents are kept by the Director otherwise than in written form,

      • (3) Paragraph 378(2)(b) of the Act is replaced by the following:

        • (b) a report reproduced from those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

      • 2001, c. 14, s. 232

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

        • Time period for keeping and producing documents

          (3) The Director is not required to keep or produce any document or class of documents — other than a certificate and any attached articles or statement received under section 373 and other prescribed documents or prescribed class of documents — after the end of the prescribed period for the keeping or production of the document or class of documents.

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