Canada Cooperatives Regulations (SOR/99-256)

• 15 (1) Despite section 10, the cooperative name of a cooperative that is the same as the name of an affiliated body corporate from which the existing cooperative has acquired or will, in the immediate future, acquire all or substantially all of the property of the body corporate is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the existing cooperative begins using the cooperative name.

• (2) Despite section 10, if the cooperative name of a proposed cooperative is the same as the name of a body corporate that is to be an affiliate of the proposed cooperative from which the proposed cooperative will, in the immediate future, acquire all or substantially all of the property of the body corporate, the cooperative name is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the proposed cooperative begins using the cooperative name.

General Prohibitions

16 For the purpose of section 23 of the Act, a cooperative name is prohibited if the name contains any of the following elements:

• (a) “Parliament Hill” or “Colline du Parlement”;

• (b) “Royal Canadian Mounted Police”, “Gendarmerie royale du Canada”, “RCMP” or “GRC”; and

• (c) “United Nations”, “Nations Unies”, “UN” or “ONU”, if it connotes a relationship to the United Nations.

17 For the purpose of section 23 of the Act, a cooperative name is prohibited if it connotes that the cooperative

• (a) carries on business under royal, vice-regal or governmental patronage, approval or authority, unless Her Majesty or a person, society, authority or organization referred to in paragraph 9(2)(a) of the Trademarks Act consents in writing to the use of the name;

• (b) is sponsored or controlled by or is connected with the Government of Canada, the government of a province, the government of a country other than Canada or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name;

• (c) is sponsored or controlled by or is connected with a university or an association of accountants, architects, engineers, lawyers, physicians or surgeons or another professional association recognized by the laws of Canada or a province, unless the appropriate university or professional association consents in writing to the use of the name;

• (d) carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; or

• (e) carries on the business of a stock exchange that is regulated by the laws of a province, unless the relevant provincial securities regulator consents in writing to the use of the name.

18 For the purpose of section 23 of the Act, a cooperative name is prohibited if it contains a word or phrase, or connotes a business, that is obscene.

• 19 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in paragraph 10(a), subsection 285(4) or (5), section 292 or subsection 299(4), 303(6), 305(1) or 308(3) of the Act or a request to reserve the name under section 22 of the Act.

• (1.1) Despite subsection (1), the cooperative name is not prohibited if

  • (a) the individual or their heir or personal representative consents in writing to the use of the individual’s name and, except in the circumstances described in subsection (2), the individual has or had a material interest in the cooperative; or

  • (b) the person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or their predecessors so as to have become distinctive in Canada.

• (2) The individual is not required to have or to have had a material interest in the cooperative if Part 20 of the Act applies to the cooperative or the individual is a recognized cooperative leader.

20 For greater certainty, a cooperative name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or any combination of those elements.

Non-distinctive Names

• 21 (1) For the purpose of section 23 of the Act, a cooperative name is prohibited if it

  • (a) is only descriptive, in any language, of the business of the cooperative, of the goods and services in which the cooperative deals or intends to deal, or of the quality, function or other characteristic of those goods and services;

  • (b) is primarily or only the name — or the first name or family name used alone — of an individual; or

  • (c) is primarily or only a geographic name that is used alone.

• (2) Despite subsection (1), the cooperative name is not prohibited if a person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.

Deceptively Misdescriptive Names

22 For the purpose of section 23 of the Act, a cooperative name is prohibited if it is deceptively misdescriptive.

Combined Form of Cooperative Name

23 For the purpose of subsection 20(4) of the Act, a combined English and French form of the name of a proposed cooperative shall include only one of the words or expressions listed in subsection 20(1) of the Act.

23.1 [Repealed, SOR/2010-72, s. 3]

PART 2.1Insider Trading

23.2 For the purpose of paragraph 171(2)(a) of the Act, the prescribed percentage of voting rights is 10%.

• 23.3 (1) For the purpose of paragraph 173(1)(e) of the Act, the prescribed percentage of voting rights is 10%.

• (2) For the purpose of subsection 173(2) of the Act, take-over bid means a take-over bid within the meaning of any legislation that is set out in column 2 of an item of Schedule 5.

• (3) For the purpose of paragraph 173(4)(c) of the Act, the prescribed circumstances are that the insider

  • (a) entered into the purchase or sale as an agent or mandatary pursuant to a specific unsolicited order to purchase or sell;

  • (b) made the purchase or sale pursuant to participation in an automatic dividend reinvestment plan, share purchase plan or other similar automatic plan that the insider entered into before the acquisition of the confidential information;

  • (c) made the purchase or sale to fulfil a legally binding obligation that the insider entered into before the acquisition of the confidential information; or

  • (d) purchased or sold the security as agent, mandatary or trustee in the circumstances described in paragraph (b) or (c).

PART 2.2Meetings

Record Date

• 23.4 (1) For the purpose of subsection 51(1) of the Act, the prescribed period for the directors to fix the record date is not more than 60 days before the day on which the particular action is to be taken.

• (2) For the purpose of subsections 51(3) and (4) of the Act, the prescribed period for the directors to fix the record date is not less than 21 days and not more than 60 days before the date of the meeting.

• (3) For the purpose of subsection 51(6) of the Act, the prescribed period for the directors to provide notice of the record date is at least seven days before the date fixed.

Notice of Meetings

23.5 For the purpose of subsection 52(1) of the Act, the prescribed period for the directors to provide notice of the time and place of a meeting is not less than 21 days and not more than 60 days before the meeting.

Communication Facilities

• 23.6 (1) For the purposes of section 65(3) of the Act, when a vote is to be taken at a meeting of the cooperative, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility

  • (a) enables the votes to be gathered in a manner that permits their subsequent verification; and

  • (b) permits the tallied votes to be presented to the cooperative without it being possible for the cooperative to identify how each member or shareholder or group of members or shareholders voted.

• (2) For the purpose of subsection 65(4) of the Act, a person who is entitled to vote at a meeting of the cooperative may vote by means of a telephonic, electronic or other communication facility, if the facility

  • (a) enables the vote to be gathered in a manner that permits its subsequent verification; and

  • (b) permits the tallied vote to be presented to the cooperative without it being possible for the cooperative to identify how the person voted.

Separate Vote for Each Candidate

23.61 For the purpose of subsection 83(12) of the Act, a distributing cooperative is a prescribed corporation.

Appointment of Directors

23.62 For the purpose of subsection 83(13) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in section 77 or subsection 78(3) or (4) of the Act.

PART 2.3Proposals

• 23.7 (1) For the purpose of subsection 58(2.1) of the Act,

  • (a) the prescribed number of investment shares is the number of voting investment shares

    • (i) that is equal to 1% of the total number of the outstanding investment shares of the cooperative, as of the day on which the shareholder submits a proposal, or

    • (ii) whose fair market value, as determined at the close of business on the day before the member submits the proposal to the cooperative, is at least $2,000; and

  • (b) the prescribed period is the six-month period immediately before the day on which the person other than a member submits the proposal.

• (2) For the purpose of subsection 58(2.4) of the Act,

  • (a) a cooperative may request that the person who submits a proposal provide the proof referred to in subsection 58(2.1) within 14 days after the cooperative receives the proposal; and

  • (b) the person who submits the proposal shall provide the proof within 21 days after the day on which the person receives the cooperative’s request or, if the request is mailed to the person, within 21 days after the postmark date stamped on the envelope containing the request.

• (3) For the purpose of subsection 58(3) of the Act, a proposal and a statement in support of it shall together consist of not more than 500 words.

• (4) For the purpose of paragraph 58(4)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of members.

• (5) For the purpose of paragraph 58(4)(c) of the Act, the prescribed period before the receipt of a proposal is two years.

• (6) For the purpose of paragraph 58(4)(d) of the Act, the prescribed minimum amount of support for the proposal of a member or shareholder is

  • (a) 3% of the total number of shares or investment shares voted, if the proposal was introduced at an annual meeting of members or a meeting of shareholders;

  • (b) 6% of the total number of shares or investment shares voted at its last submission to members or shareholders, if the proposal was introduced at two annual meetings of members or at two meetings of shareholders; and

  • (c) 10% of the total number of shares or investment shares voted at its last submission to members or shareholders, if the proposal was introduced at three or more annual meetings of members or three or more meetings of shareholders.

• (7) For the purpose of paragraph 58(4)(d) of the Act, the prescribed period is five years.

• (8) For the purpose of subsection 58(4.1) of the Act, the prescribed period during which the cooperative is not required to include a proposal in the notice of a meeting is two years.

23.8 For the purpose of subsection 60(1) of the Act, the prescribed period for giving notice is no later than 21 days after the receipt of the proposal by the cooperative or of proof of ownership under subsection 58(2.4) of the Act, as the case may be.

PART 3Proxies and Proxy Solicitation

Form of Proxy

24 In this Part, NI 51-102 means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to this section in accordance with the instrument set out in column 2.