An Act to amend the Canada Business Corporations Act and the Canada Cooperatives Act and to amend other Acts in consequence (S.C. 2001, c. 14)
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Assented to 2001-06-14
1998, c. 1CANADA COOPERATIVES ACT
145. (1) Subsection 28(1) of the Act is amended by adding the word “or” at the end of paragraph (e) and by replacing paragraphs (f) and (g) with the following:
(f) a sale, lease or exchange of all or substantially all of the property of the cooperative was not authorized.
(2) Subsection 28(2) of the English version of the Act is replaced by the following:
Marginal note:Exception
(2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the cooperative.
146. Subsection 31(3) of the Act is replaced by the following:
Marginal note:When records or registers kept outside Canada
(3) Despite subsection (1), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a cooperative may keep all or any of its records mentioned in paragraphs (1)(a), (b), (c), (f) and (g) and (2)(a) and (b) at a place outside Canada, if
(a) the records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or another office in Canada designated by the directors; and
(b) the cooperative provides the technical assistance to facilitate an inspection referred to in paragraph (a).
147. Subsection 32(4) of the Act is replaced by the following:
Marginal note:Inspection and copying of records by members, creditors and shareholders
(4) Members, creditors and shareholders of the cooperative, their personal representatives and the Director may examine the records referred to in paragraphs 31(1)(a), (b), (c) (f) and (g) during the usual business hours of the cooperative and may take extracts from the records, free of charge, or have copies of them made after payment of a reasonable fee.
148. Subsection 33(1) of the Act is replaced by the following:
Marginal note:Lists
33. (1) Members, shareholders and creditors of a cooperative and their personal representatives and, where the cooperative is a distributing cooperative, any other person, may request that the cooperative provide them with a list of members or shareholders, no later than ten days after the cooperative receives the affidavit referred to in subsection (2) and after payment of a reasonable fee.
149. Subsection 48(3) of Act is replaced by the following:
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.
150. Subsection 50(3) of the Act is replaced by the following:
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.
151. (1) Subsection 51(1) of the Act is replaced by the following:
Marginal note:Record date
51. (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.
(2) Subsections 51(3) and (4) of the Act are replaced by the following:
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.
(3) The portion of subsection 51(6) of the Act before paragraph (a) is replaced by the following:
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
152. Subsection 52(1) of the Act is replaced by the following:
Marginal note:Notice of meetings
52. (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.
153. (1) Subsections 58(2) and (3) of the Act are replaced by the following:
Marginal note:Proposals by members or directors to amend articles
(2) Any member or director may, in accordance with section 290, make a proposal to amend the articles.
Marginal note:Proposals by other persons to amend articles
(2.1) Any other person may, in accordance with section 290, make a proposal to amend the articles if the person
(a) has been, for at least the prescribed period, the registered holder or the beneficial owner of at least the prescribed number of outstanding investment shares of the cooperative; or
(b) has the support of persons who, in the aggregate, and including or not including the person that submits the proposal, have been, for at least the prescribed period, the registered holders, or the beneficial owners of, at least the prescribed number of outstanding investment shares of the cooperative.
Marginal note:Information to be provided
(2.2) A proposal submitted by a person described in paragraph (2.1)(a) must be accompanied by the following information:
(a) the name and address of the person and of the person’s supporters, if applicable; and
(b) the number of investment shares held or owned by the person and by the person’s supporters, if applicable, and the date the investment shares were acquired.
Marginal note:Information not part of proposal
(2.3) The information provided under subsection (2.2) does not form part of the proposal or of the supporting statement referred to in subsection (3) and is not included for the purposes of the prescribed maximum word limit set out in subsection (3).
Marginal note:Proof may be required
(2.4) If requested by the cooperative within the prescribed period, a person who submits a proposal must provide proof, within the prescribed period, that the person meets the requirements of subsection (2.1).
Marginal note:Proposal and statement to accompany notice of meeting
(3) A proposal submitted for consideration at a meeting must be attached to the notice of the meeting, together with, if requested by the person making the proposal, a statement in support of the proposal and the name and address of person making the proposal. The statement and the proposal must together not exceed the prescribed maximum number of words.
(2) Paragraph 58(4)(a) of the Act is replaced by the following:
(a) the proposal is not submitted to the cooperative at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to members and shareholders in connection with the previous annual meeting;
(3) Paragraph 58(4)(b) of the English version of the Act is replaced by the following:
(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the cooperative or its directors, officers, members or security holders;
(4) Paragraphs 58(4)(c) and (d) of the Act are replaced by the following:
(c) not more than the prescribed period before the receipt of a proposal, a person failed to present, at a meeting, a proposal that, at the person’s request, had been attached by the cooperative to the notice of the meeting;
(d) substantially the same proposal was attached to a notice of meeting relating to a meeting of the cooperative held not more than the prescribed period before the receipt of the proposal and the proposal did not receive the prescribed minimum amount of support at the meeting; or
(5) Section 58 of the Act is amended by adding the following after subsection (4):
Marginal note:Cooperative may refuse to include proposal
(4.1) If
(a) a person described in subsection (2.1) makes a proposal and fails to continue to hold or own the number of investment shares referred to in that subsection up to and including the day of the meeting, or
(b) a member makes a proposal and, prior to the meeting, withdraws from membership in accordance with section 39,
the cooperative is not required to include in the notice of a meeting, or attach to it, any proposal submitted by that person for any meeting held within the prescribed period following the date of the meeting.
154. Subsections 60(1) and (2) of the Act are replaced by the following:
Marginal note:Refusal to include proposal
60. (1) If a cooperative refuses to include a proposal in a notice of a meeting referred to in section 52, the cooperative must, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of ownership under subsection 58(2.4), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the notice and of the reasons for the refusal.
Marginal note:Restraining order by court
(2) On the application of a person submitting a proposal who claims to be aggrieved by a cooperative’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order it thinks fit.
155. Section 65 of the Act is amended by adding the following after subsection (2):
Marginal note:Electronic voting
(3) Despite subsection (1), unless the by-laws provide otherwise, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the cooperative makes available such a communication facility.
Marginal note:Voting while participating electronically
(4) Unless the by-laws otherwise provide, a member or shareholder participating in a meeting of the cooperative under subsection 48(3) or (3.1) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the cooperative has made available for that purpose.
156. Section 67 of the Act is replaced by the following:
Marginal note:Evidence
67. Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
157. Section 70 of the Act is repealed.
158. Paragraphs 71(1)(a) and (b) of the Act are replaced by the following:
(a) it is not feasible to call the meeting within the time or in the manner in which those meetings are to be called;
(b) it is not feasible to conduct the meeting in the manner required by this Act or the by-laws; or
159. Subsection 78(4) of the Act is replaced by the following:
Marginal note:Resident in Canada
(4) At least twenty-five per cent of the directors must be resident in Canada. However, if the cooperative has only three directors, at least one director must be resident in Canada.
160. Subsections 83(6) and (7) of the Act are replaced by the following:
Marginal note:Election or appointment as director
(6) An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless
(a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or
(b) he or she was not present at the meeting when the election or appointment took place and
(i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or
(ii) he or she has acted as a director pursuant to the election or appointment.
161. (1) The portion of subsection 85(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Vacancy on board
85. (1) Subject to subsection (3), if there is a vacancy on the board of directors, except a vacancy because of an increase in the number or the minimum or maximum number of directors provided for in the articles or because of a failure to elect or appoint the number or minimum number of directors provided for in the articles, and there is still a quorum on the board, the remaining directors may
(2) Subsection 85(6) of the Act is replaced by the following:
Marginal note:Deemed directors
(6) If all of the directors have resigned or been removed without replacement, a person who manages or supervises the management of the business and affairs of the cooperative is deemed to be a director for the purposes of this Act.
162. Section 91 of the Act is replaced by the following:
Marginal note:Notice of change of director or directors address
91. (1) A cooperative must, within fifteen days after
(a) a change is made among its directors, or
(b) it receives a notice of change of address of a director referred to in subsection (2),
send to the Director a notice, in the form that the Director fixes, setting out the change.
Marginal note:Directors change of address
(2) A director must, within fifteen days after changing his or her address, send the cooperative a notice of that change.
Marginal note:Application to court
(3) Any interested person, or the Director, may apply to a court for an order to require a cooperative to comply with subsection (1), and the court may so order and make any further order it thinks fit.
163. (1) Subsection 97(1) of the Act is replaced by the following:
Marginal note:Quorum
97. (1) To constitute a quorum,
(a) at least twenty-five per cent of the directors at the meeting must be resident in Canada or, if the cooperative has only three directors, at least one of the directors at the meeting must be resident in Canada; and
(b) a majority of the directors at the meeting must be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities.
(2) The portion of subsection 97(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Exception
(2) Despite subsection (1), a meeting of directors may be held without the number of directors resident in Canada required under that subsection if
(3) Paragraph 97(2)(b) of the Act is replaced by the following:
(b) the required number would have been present had that director been present at the meeting.
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