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

Act current to 2017-10-13 and last amended on 2012-12-19. Previous Versions

Canada Cooperatives Act

S.C. 1998, c. 1

Assented to 1998-03-31

An Act respecting cooperatives

Preamble

WHEREAS cooperatives in Canada carry on business in accordance with internationally recognized cooperative principles;

WHEREAS cooperatives work for the social and economic development of their communities through policies approved by their members;

WHEREAS the Government of Canada has determined that it is desirable to modernize the law governing those cooperatives;

NOW, THEREFORE, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

Short Title

Marginal note:Short title

 This Act may be cited as the Canada Cooperatives Act.

PART 1Interpretation and Application

Interpretation

Marginal note:Definitions
  •  (1) The definitions in this subsection apply in this Act.

    affairs

    affaires internes

    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. (affaires internes)

    affiliate

    groupe

    affiliate means an affiliated body corporate within the meaning of subsection (2). (groupe)

    articles

    statuts

    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. (statuts)

    associate

    liens

    associate, in respect of a relationship with a person, means

    • (a) a body corporate of which the person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities;

    • (b) a cooperative entity of which the person beneficially owns more than ten per cent of the voting rights that can be cast at a meeting of the cooperative entity;

    • (c) an unincorporated entity of which the person beneficially owns more than ten per cent of the ownership interests;

    • (d) a partner of the person acting on behalf of the partnership of which they are partners;

    • (e) a trust or an estate or succession in which the person has a substantial beneficial interest or serves as a trustee, administrator, executor or liquidator of a succession or in a similar capacity;

    • (f) a spouse of the person or an individual who is cohabiting with the person in a conjugal relationship, having so cohabited for a period of at least one year;

    • (g) a child of the person or of the spouse or individual referred to in paragraph (f); and

    • (h) a relative of the person or of the spouse or individual referred to in paragraph (f), if that relative has the same residence as the person. (liens)

    auditor

    vérificateur

    auditor includes a firm of accountants. (vérificateur)

    bearer

    porteur

    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. (porteur)

    beneficial ownership

    véritable propriétaire

    beneficial ownership includes

    • (a) in Quebec, the rights of a beneficiary of a trust that owns property, and ownership of property through one or more administrators of the property of others, mandataries or other legal representatives; and

    • (b) in the rest of Canada, ownership of property through one or more trustees, legal representatives, agents or other intermediaries. (véritable propriétaire)

    body corporate

    personne morale

    body corporate includes a cooperative, a cooperative entity, a company or any other body corporate wherever or however incorporated. (personne morale)

    call

    option d’achat

    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. (option d’achat)

    cooperative

    coopérative

    cooperative means a body corporate that is incorporated under this Act and not discontinued under this Act. (coopérative)

    cooperative entity

    entité coopérative

    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. (entité coopérative)

    court

    tribunal

    court means the court of first instance of superior jurisdiction of a province. (tribunal)

    debt obligation

    titre de créance

    debt obligation means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured. (titre de créance)

    delegate

    délégué

    delegate means an individual who is appointed or elected to represent a member at a meeting of members. (délégué)

    Director

    directeur

    Director means the Director appointed under section 371. (directeur)

    director

    administrateur

    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. (administrateur)

    distributing cooperative

    coopérative ayant fait appel au public

    distributing cooperative means, subject to subsections 4(4) and (5), a distributing cooperative as defined in the regulations. (coopérative ayant fait appel au public)

    entity

    entité

    entity means a body corporate, a trust, a partnership, a fund or an unincorporated organization. (entité)

    federation

    fédération

    federation means a cooperative whose membership is composed substantially of other cooperative entities, federations or leagues of cooperative entities. (fédération)

    firm of accountants

    cabinet de comptables

    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. (cabinet de comptables)

    former Act cooperative

    coopérative sous le régime de l’ancienne loi

    former Act cooperative means a cooperative that was incorporated under the Canada Cooperative Associations Act. (coopérative sous le régime de l’ancienne loi)

    holder

    détenteur

    holder means

    • (a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to the person or to bearer or in blank;

    • (b) in respect of the ownership of a membership share, the person referred to in section 5; and

    • (c) in respect of the ownership of an investment share, the person referred to in section 6. (détenteur)

    incorporated

    constitué

    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. (constitué)

    incorporator

    fondateur

    incorporator means a person who signs articles of incorporation. (fondateur)

    individual

    particulier

    individual means a natural person. (particulier)

    issuer

    émetteur

    issuer, in respect of a security, means the entity that issues the security. (émetteur)

    investment share

    part de placement

    investment share means a share in the capital of a cooperative that is not a membership share. (part de placement)

    meeting of a cooperative

    assemblée d’une coopérative

    meeting of a cooperative means

    • (a) a meeting of members of a cooperative, or of a class of members of a cooperative, or

    • (b) a meeting of the holders of investment shares of a cooperative, or a class or series of investment shares,

    as the context permits. (assemblée d’une coopérative)

    member

    membre

    member means a member of a cooperative, but does not include an auxiliary member. (membre)

    member loan

    prêt de membre

    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, 18.1 and 19 and subsection 163(2), a member loan is deemed to be a membership share issued at par value. (prêt de membre)

    membership share

    part de membre

    membership share means a share described in section 118. (part de membre)

    Minister

    ministre

    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. (ministre)

    officer

    dirigeant

    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. (dirigeant)

    ordinary resolution

    résolution ordinaire

    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. (résolution ordinaire)

    patronage return

    ristourne

    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. (ristourne)

    person

    personne

    person means an individual or an entity, and includes a personal representative. (personne)

    personal representative

    représentant personnel

    personal representative means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney. (représentant personnel)

    prescribed

    Version anglaise seulement

    prescribed means prescribed by regulation. (Version anglaise seulement)

    proxy

    procuration

    proxy means a completed and executed or, in Quebec, signed 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. (procuration)

    put

    option de vente

    put means an option transferable by delivery, to deliver a specified number or amount of securities at a fixed price within a specified time. (option de vente)

    redeemable

    rachetable

    redeemable, with respect to an investment share issued by a cooperative, means that the share is one

    • (a) that the cooperative may acquire or redeem on the demand of the cooperative; or

    • (b) that the cooperative is required by its articles to acquire or redeem at a specified time or on the demand of the holder. (rachetable)

    security

    valeur mobilière

    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 section 173 and Parts 18.1 and 19, includes a membership share. (valeur mobilière)

    security interest

    sûreté

    security interest means an interest or right in or charge on property of a cooperative to secure payment of a debt or the performance of an obligation of the cooperative. (sûreté)

    send

    envoyer

    send includes deliver. (envoyer)

    series

    série

    series, in respect of investment shares, means a division of a class of those shares. (série)

    share

    part

    share means a membership share or an investment share. (part)

    shareholder

    détenteur de parts de placement

    shareholder means a person described in section 6. (détenteur de parts de placement)

    special resolution

    résolution spéciale

    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. (résolution spéciale)

    unanimous agreement

    convention unanime

    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). (convention unanime)

  • Marginal note:Affiliates

    (2) For the purposes of this Act,

    • (a) a body corporate is affiliated with another body corporate if one of them is a subsidiary of the other, if both are subsidiaries of the same body corporate or if each of them is controlled by the same person; and

    • (b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.

  • Marginal note:Minors

    (3) For the purposes of this Act, the word “minor” has the same meaning as in the applicable provincial law and, in the absence of any such law, has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child, adopted in the United Nations General Assembly on November 20, 1989.

  • 1998, c. 1, s. 2;
  • 2000, c. 12, s. 28;
  • 2001, c. 14, s. 137;
  • 2011, c. 21, s. 72.
 
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