Cooperative Credit Associations Act (S.C. 1991, c. 48)

Act current to 2016-05-12 and last amended on 2015-06-23. Previous Versions

Marginal note:Quorum — members
  •  (1) Unless the by-laws otherwise provide, a quorum is present at a meeting of members if members holding a majority of the voting rights that may be exercised at the meeting are represented by a personal representative or delegate.

  • Marginal note:Quorum — shareholders

    (2) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders.

  • Marginal note:Quorum

    (3) If a quorum is present at the opening of a meeting of members or shareholders, the members or shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

  • Marginal note:Idem

    (4) If a quorum is not present at the opening of a meeting of members or shareholders, the members or shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

Marginal note:One shareholder meeting

 If an association has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.

Marginal note:One share — one vote

 Where a share of an association entitles the holder thereof to vote at a meeting, that share entitles the shareholder to one vote at the meeting.

Marginal note:Representative shareholder
  •  (1) Subject to subsection 42(2), if an entity is a member or shareholder of an association, the association shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of members or shareholders.

  • Marginal note:Idem

    (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were a natural person, as well as a member or a shareholder.

Marginal note:Joint shareholders

 Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting may in the absence of the others vote the shares, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares jointly held by them.

Marginal note:Voting by hands or ballot
  •  (1) Unless the by-laws otherwise provide, voting at a meeting of members or shareholders shall take place by show of hands except when a ballot is demanded by a person entitled to vote at the meeting.

  • Marginal note:Ballot

    (2) A person entitled to vote may demand a ballot either before or after any vote by show of hands.

  • Marginal note:Electronic voting

    (3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the association makes one available.

  • Marginal note:Voting while participating electronically

    (4) Unless the by-laws provide otherwise, any person who is participating in a meeting of members or shareholders under subsection 143(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the association has made available for that purpose.

  • Marginal note:Voting by mail

    (5) The by-laws of an association may, subject to the regulations and any conditions set out in the by-laws, allow members to vote by mail.

  • Marginal note:Regulations

    (6) The Governor in Council may make regulations

    • (a) respecting the manner of and conditions for voting at a meeting of members or shareholders by means of a telephonic, electronic or other communication facility;

    • (b) respecting voting by mail; and

    • (c) requiring the approval by the Superintendent of a by-law made under subsection (5).

  • 1991, c. 48, s. 160;
  • 2005, c. 54, s. 162.
Marginal note:Resolution in lieu of meeting
  •  (1) Except where a written statement is submitted by a director under section 181 or by an auditor under subsection 305(1),

    • (a) a resolution in writing signed by all the persons entitled to vote on that resolution at a meeting of members or shareholders is as valid as if it had been passed at such a meeting; and

    • (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of members or shareholders, and signed by all the persons entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings.

  • Marginal note:Filing resolution

    (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings.

  • Marginal note:Evidence

    (3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

  • 1991, c. 48, s. 161;
  • 2005, c. 54, s. 163.
Marginal note:Requisitioned meeting
  •  (1) Two or more members of an association who together hold not less than 5 per cent of the voting rights that members of the association have by virtue of membership in the association, may requisition the directors to call a meeting of the members of the association for the purposes stated in the requisition.

  • Marginal note:Idem

    (2) Two or more shareholders who together hold not less than 5 per cent of the issued and outstanding shares of an association that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders of the association for the purposes stated in the requisition.

  • Marginal note:Form

    (3) A requisition referred to in subsection (1) or (2)

    • (a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the association; and

    • (b) may consist of several documents of like form, each signed by one or more members or shareholders.

  • Marginal note:Directors calling meeting

    (4) On receipt of a requisition referred to in subsection (1) or (2), the directors shall call a meeting to transact the business stated in the requisition, unless

    • (a) a record date has been fixed under paragraph 145(1)(b) and notice of it has been given under subsection 145(3);

    • (b) the directors have called a meeting and have given notice thereof under section 146; or

    • (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 152(3)(b) to (e).

  • Marginal note:Members or shareholders calling meeting

    (5) If the directors do not call a meeting within twenty-one days after receiving the requisition referred to in subsection (1) or (2), any member or shareholder who signed the requisition may call the meeting.

  • Marginal note:Procedure

    (6) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act.

  • Marginal note:Reimbursement

    (7) Unless the members or shareholders otherwise resolve at a meeting called under subsection (5), the association shall reimburse the members or shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

  • 1991, c. 48, s. 162;
  • 2005, c. 54, s. 164.
Marginal note:Court may order meeting to be called
  •  (1) A court may, on the application of a director, a person who is entitled to vote at a meeting or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if

    • (a) it is impracticable to call the meeting within the time or in the manner in which it is to be called;

    • (b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or

    • (c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason.

  • Marginal note:Varying quorum

    (2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.

  • Marginal note:Valid meeting

    (3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting duly called, held and conducted.

  • 1991, c. 48, s. 163;
  • 2005, c. 54, s. 165.
 
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