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

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

Marginal note:Non-profit housing cooperatives

 If the membership of a person in a non-profit housing cooperative is terminated, any right of the person to possession or occupancy of residential premises acquired by virtue of membership in the cooperative is subject to Part 20.

Marginal note:Re-admission

 A person whose membership has been terminated under section 40 or 42 may be re-admitted to membership only by special resolution of the members.

Marginal note:Transfer

 No transfer of a membership, a member loan or a membership share in a cooperative is valid for any purpose unless it is approved by the directors and the transferee has otherwise complied with the articles and by-laws of the cooperative and, if applicable, become a party to a unanimous agreement.

Marginal note:If membership too low

 If the membership of a cooperative is reduced to a number less than the number of members required for incorporation, and if after thirty days notice remains at less than that number, the Director may require the cooperative

  • (a) to apply for a certificate of continuance under the Canada Business Corporations Act, if it was incorporated with membership capital; or

  • (b) to be liquidated or dissolved under Part 17.

PART 6Corporate Governance

Meetings

Marginal note:Place of members’ meetings
  •  (1) Meetings of the members of a cooperative are to be held at the place in Canada provided for in the by-laws or, in the absence of such a provision, at any place in Canada that the directors may determine.

  • Marginal note:Place of shareholders’ meetings

    (2) Meetings of the shareholders must be held at the place set out in the articles. If the articles do not set out such a place, the meetings are to be held at the place in Canada that the directors determine, unless all the shareholders entitled to vote at the meeting agree that the meeting is to be held at another place that is not in Canada.

  • Marginal note:Participation in meeting by electronic means

    (3) Unless the by-laws provide otherwise, a member or shareholder may participate in a meeting of the cooperative, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the cooperative makes available such a communication facility.

  • Marginal note:Meeting held by electronic means

    (3.1) If the directors of a cooperative, or any other person, call a meeting of the cooperative pursuant to this Act, those directors or that person, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.

  • Marginal note:Presence

    (4) A person participating in a meeting referred to in subsection (3) is deemed to be present at the meeting.

  • 1998, c. 1, s. 48;
  • 2001, c. 14, s. 149.
Marginal note:Calling members’ meetings
  •  (1) After holding the organizational meeting referred to in section 82, the directors must call a meeting of the members without delay.

  • Marginal note:Business at first meeting

    (2) The members, at their first meeting, must

    • (a) adopt by-laws for the cooperative;

    • (b) elect directors in accordance with subsection 81(3); and

    • (c) subject to subsection 254(1), appoint an auditor to hold office until the close of the first annual meeting of members.

Marginal note:Calling meetings of the members
  •  (1) The directors must call the first annual meeting of members not later than eighteen months after the cooperative comes into existence and an annual meeting of members must be held not later than the earlier of

    • (a) fifteen months after holding the last annual meeting, and

    • (b) six months after the end of the preceding financial year.

  • Marginal note:Special meetings

    (2) The directors may at any time call a special meeting of the members or of the shareholders.

  • Marginal note:Order to delay calling of annual meeting

    (3) Despite subsection (1), the cooperative may apply to the court for an order extending the time for calling an annual meeting.

  • 1998, c. 1, s. 50;
  • 2001, c. 14, s. 150.
Marginal note:Record date
  •  (1) The directors may, within the prescribed period, fix in advance a date as the record date for the determination of the members or shareholders who are entitled to receive payment of a dividend or for any other purpose except the right to receive notice of, or to vote at, a meeting.

  • Marginal note:Record date — members’ meetings

    (2) For the purpose of determining the persons who are entitled to receive notice of, or to vote at, a meeting of members, the record date is

    • (a) the day before the day on which the notice is given; or

    • (b) if no notice is given, the day of the meeting.

  • Marginal note:Record date — notice of shareholders’ meetings

    (3) For the purpose of determining the shareholders who are entitled to receive notice of a meeting of the shareholders, the directors may, within the prescribed period, fix in advance a date as the record date for that determination.

  • Marginal note:Record date — voting at shareholders’ meetings

    (4) For the purposes of determining the shareholders who are entitled to vote at a meeting of shareholders, the directors may, within the prescribed period, fix in advance a date as the record date for that determination.

  • Marginal note:If no record date fixed

    (5) If no record date is fixed under subsection (1) or (3), the record date

    • (a) for the determination of members or shareholders for any purpose, other than to establish the right of a member or shareholder to receive notice of a meeting or to vote, is the day on which the directors pass the resolution relating to the particular purpose; and

    • (b) for the determination of shareholders who are entitled to receive notice of a meeting is

      • (i) the day before the day on which the notice is given, or

      • (ii) if no notice is given, the day of the meeting.

  • Marginal note:If record date fixed

    (6) If a record date with respect to shareholders is fixed under this section, unless notice of the date is waived by each shareholder whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the record date must be given within the prescribed period

    • (a) by advertisement in a newspaper published or distributed in a place where the cooperative has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its investment shares may be recorded; and

    • (b) by written notice to each stock exchange in Canada on which the investment shares of the cooperative are listed for trading.

  • 1998, c. 1, s. 51;
  • 2001, c. 14, s. 151.
Marginal note:Notice of meetings
  •  (1) Notice of the time and place of a meeting of a cooperative must be sent within the prescribed period

    • (a) to each person who is entitled to vote at the meeting;

    • (b) to each director; and

    • (c) to the auditor of the cooperative, if any.

  • Marginal note:Exception

    (1.1) In the case of a cooperative that is not a distributing cooperative, the notice may be sent within a shorter period if so specified in the articles or the by-laws.

  • Marginal note:Publication

    (2) Notice of the time and place of a meeting of the holders of investment shares of any class that is publicly traded on a recognized stock exchange in Canada may be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in general circulation in the place where the registered office of the cooperative is situated and in each place in Canada where the cooperative has a transfer agent or where a transfer of the investment shares may be recorded.

  • Marginal note:By-laws may specify manner of giving notice to members

    (3) The by-laws of a cooperative may derogate from this section, but only in respect of the manner in which notice of a meeting of members may be given to members.

  • 1998, c. 1, s. 52;
  • 2001, c. 14, s. 152.
 
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