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

Act current to 2016-06-06 and last amended on 2012-12-19. Previous Versions

Marginal note:Continuance — other federal acts
  •  (1) A cooperative, other than one to which Part 20 or 21 applies, with membership share capital may, on special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, apply for continuance under the Canada Business Corporations Act, the Bank Act, the Insurance Companies Act, the Trust and Loan Companies Act or the Cooperative Credit Associations Act. On the date specified in the document evidencing the continuance, that Act applies and this Act ceases to apply to the body corporate continued under that Act.

  • Marginal note:Result of continuance

    (2) On a continuance under subsection (1), the membership shares of a cooperative are deemed to be common shares without a par value.

  • Marginal note:Withdrawal of application

    (3) If a special resolution authorizing the application for continuance referred to in subsection (1) so states, the directors may, without further approval of the members or shareholders, withdraw the application before it is acted on.

  • Marginal note:Certificate of discontinuance

    (4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under this section, the Director must file the notice and issue a certificate of discontinuance in the form that the Director fixes.

  • Marginal note:Date of discontinuance

    (5) This Act ceases to apply to the cooperative on the date shown in the certificate of discontinuance.

Marginal note:Export
  •  (1) Subject to subsection (6) and Parts 20 and 21, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, may, if it establishes to the satisfaction of the Director by a declaration of the directors that its proposed continuance in another jurisdiction would not have an effect set out in any of paragraphs (a) to (d), apply to the appropriate official or public body of another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction, namely, that the continuance would not

    • (a) adversely affect the members, creditors or shareholders;

    • (b) result in the cooperative carrying on its business and affairs in a manner not consistent with carrying on business on a cooperative basis;

    • (c) result in a cooperative to which Part 20 applies carrying on its business or affairs in a manner not consistent with Part 20; or

    • (d) result in a cooperative to which Part 21 applies carrying on its business or affairs in a manner not consistent with Part 21.

  • Marginal note:Notice of meeting

    (2) A notice of a meeting of the cooperative to authorize a continuance under this section must be sent to each member and shareholder and state that a dissenting member or shareholder is entitled to the benefit of section 302, but failure to make that statement does not invalidate a discontinuance under this Act.

  • Marginal note:Abandonment of application

    (3) The directors may, if authorized by the special resolution at the time of approving an application for continuance under this section, abandon the application without further approval of the members or shareholders.

  • Marginal note:Certificate of discontinuance

    (4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under the laws of another jurisdiction, the Director must file the notice and issue a certificate of discontinuance in the form that the Director fixes.

  • Marginal note:Date of discontinuance

    (5) This Act ceases to apply to the cooperative on the date shown in the certificate of discontinuance.

  • Marginal note:Requirements for continuance

    (6) A cooperative may not be continued as a body corporate under the laws of another jurisdiction unless those laws provide that

    • (a) its property continues to be the property of the body corporate;

    • (b) the body corporate continues to be liable for the obligations of the cooperative;

    • (c) an existing cause of action, claim or liability to prosecution is unaffected;

    • (d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the cooperative may be continued to be prosecuted by or against the body corporate; and

    • (e) a conviction against, or ruling, order or judgment in favour of or against, the cooperative may be enforced by or against the body corporate.

Marginal note:Shareholders right to vote

 Each investment share carries the right to vote on a continuance under section 286 or 287, whether or not it otherwise carries the right to vote.

Marginal note:Amendment of articles
  •  (1) Subject to subsections (3) and 130(2) and sections 134, 290 and 291, the articles of a cooperative may be amended by a special resolution to

    • (a) change its name;

    • (b) change the place in which its registered office is situated;

    • (c) add, change or remove a restriction on the business or businesses that the cooperative may carry on;

    • (d) convert par-value membership shares into no-par-value membership shares and provide for a maximum number of membership shares that may be issued;

    • (e) change a price or formula at which membership shares may be issued or redeemed or otherwise acquired by the cooperative;

    • (f) add, change or remove restrictions on membership;

    • (g) convert a cooperative that is incorporated without membership shares to a cooperative with membership shares and provide for membership shares with a par value and their par value or membership shares without a par value and the maximum number of membership shares that may be issued;

    • (h) convert a cooperative with membership shares into a cooperative without membership shares and provide for the conversion of membership shares into member loans;

    • (i) change any maximum number of shares that the cooperative is authorized to issue;

    • (j) reduce or increase its stated capital, if its stated capital is set out in the articles;

    • (k) create investment shares or new classes of investment shares;

    • (l) change the designation of all or any of its investment shares and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its investment shares, whether issued or unissued;

    • (m) change the investment shares of any class or series, whether issued or unissued, into a different number of investment shares of the same class or series or into the same or a different number of investment shares of other classes or series;

    • (n) divide a class of investment shares, whether issued or unissued, into series and fix the number of investment shares in each series and the rights, privileges, restrictions and conditions of them;

    • (o) authorize the directors to divide any class of unissued investment shares into series and fix the number of investment shares in each series and the rights, privileges, restrictions and conditions of them;

    • (p) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued investment shares of any series;

    • (q) revoke, diminish or enlarge any authority conferred under paragraphs (o) and (p);

    • (r) increase or decrease the number of directors or the minimum or maximum number of directors, subject to section 76 and subsection 124(4);

    • (s) add, change or remove restrictions on the issue, transfer or ownership of investment shares; or

    • (t) add, change or remove any other provision that is permitted by this Act to be set out in the articles.

  • Marginal note:Termination

    (2) The directors may, if authorized by the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the members or shareholders.

  • Marginal note:Restriction on amendment

    (3) If the name of a cooperative is indicative of a restriction on the business that may be carried on by it, the articles of the cooperative may not be amended to remove that restriction unless its name is also amended.

  • Marginal note:Cooperative basis

    (4) An amendment to the articles of a cooperative may not be made if it would result in the cooperative not being organized or operated or not carrying on business on a cooperative basis or, if applicable, result in the cooperative not being in compliance with Part 20 or 21.

  • 1998, c. 1, s. 289;
  • 2001, c. 14, s. 205.
 
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