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)
Full Document:
Assented to 2001-06-14
219. The definition “complainant” in section 338 of the Act is amended by adding the word “or” at the end of paragraph (c) and by repealing paragraph (d).
220. Paragraph 339(2)(a) of the Act is replaced by the following:
(a) if the directors of the cooperative or its subsidiary do not bring, diligently prosecute, defend or discontinue the action, the complainant has given notice to the directors of the cooperative or its subsidiary of the complainant’s intention to apply to the court under subsection (1) not less than fourteen days before bringing the application, or as otherwise ordered by the court;
221. The portion of subsection 340(2) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Motifs
(2) Le tribunal, saisi d’une demande visée au paragraphe (1), peut, par ordonnance, redresser la situation provoquée par la coopérative qui, à son avis, abuse des droits des membres ou autres détenteurs de valeurs mobilières, créanciers, administrateurs ou dirigeants de la coopérative, ou se montre injuste à leur égard en leur portant préjudice ou en ne tenant pas compte de leurs intérêts :
222. Paragraphs 345(c) and (d) of the Act are replaced by the following:
(c) to grant, or to refuse to grant, an exemption that may be granted under this Act and the regulations;
(d) to refuse to issue a certificate of discontinuance or a certificate attesting that as of a certain date the cooperative exists under section 375;
(d.1) to correct, or to refuse to correct, articles, a notice, a certificate or other document under section 376.1;
(d.2) to cancel, or to refuse to cancel, the articles and related certificate under section 376.2;
223. The Act is amended by adding the following after section 361:
PART 21.1DOCUMENTS IN ELECTRONIC OR OTHER FORM
Marginal note:Definitions
361.1 The definitions in this section apply in this Part.
“electronic document”
« document électronique »
“electronic document” means, except in section 361.6, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means.
“information system”
« système d’information »
“information system” means a system used to generate, send, receive, store or otherwise process an electronic document.
Marginal note:Application
361.2 This Part does not apply to a notice, document or other information sent to or issued by the Director pursuant to this Act or to any prescribed notice, document or other information.
Marginal note:Use not mandatory
361.3 (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.
Marginal note:Consent and other requirements
(2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with a notice, document or other information is not satisfied by the provision of an electronic document unless
(a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and
(b) the electronic document is provided to the designated information system, unless otherwise prescribed.
Marginal note:Revocation of consent
(3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.
Marginal note:Creation and provision of information
361.4 A requirement under this Act or the regulations that a notice, document or other information be created or provided is satisfied by the creation or provision of an electronic document if
(a) the by-laws or the articles of the cooperative do not provide otherwise; and
(b) the regulations, if any, have been complied with.
Marginal note:Creation of information in writing
361.5 (1) A requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 361.4,
(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and
(b) the regulations pertaining to this subsection, if any, have been complied with.
Marginal note:Provision of information in writing
(2) A requirement under this Act or the regulations that a notice, document or other information be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 361.4,
(a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and
(b) the regulations pertaining to this subsection, if any, have been complied with.
Marginal note:Copies
(3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document.
Marginal note:Registered mail
(4) A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed.
Marginal note:Statutory declarations and affidavits
361.6 (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if
(a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;
(b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and
(c) the requirements of sections 361.3 to 361.5 are complied with.
Marginal note:Definitions
(2) For the purposes of this section, “electronic document” and “secure electronic signature” have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.
Marginal note:Clarification
(3) For the purpose of complying with paragraph (1)(c), the references to an “electronic document” in sections 361.3 to 361.5 are to be read as references to an “electronic document” as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.
Marginal note:Signatures
361.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:
(a) the signature resulting from the use by a person of the technology or process is unique to the person;
(b) the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and
(c) the technology or process can be used to identify the person using the technology or process.
224. Subsection 362(4) of the French version of the Act is replaced by the following:
Marginal note:Retours
(4) La coopérative n’est pas tenue d’envoyer les avis ou documents visés au paragraphe (1) qui lui sont retournés deux fois de suite, sauf si elle est avisée par écrit de la nouvelle adresse du membre ou du détenteur de parts de placement introuvable.
225. Section 364 of the Act is replaced by the following:
Marginal note:Waiver of notice
364. When a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person who is entitled to it.
226. Section 367 of the Act is amended by adding the following after subsection (2):
Marginal note:Authority to sign notices
(3) The notices referred to in subsections 30(2) and (4), 81(1) and 91(1), and the annual return referred to in subsection 374(1), may be signed by any individual who has the relevant knowledge of the cooperative and who is authorized to do so by the directors, or, in the case of the notice referred to in subsection 81(1), the incorporators.
Marginal note:Execution of documents
(4) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of this Act.
227. (1) Section 372 of the Act is renumbered as subsection 372(1).
(2) Paragraph 372(1)(d) of the Act is replaced by the following:
(d) respecting the payment of any fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;
(d.1) prescribing, for the purposes of subsection 58(2.1), a manner of determining the number of investment shares required for a person to be eligible to make a proposal, including the time and manner of determining a value or percentage of the outstanding investment shares;
(d.2) prescribing, for the purposes of paragraph 58(4)(d), the minimum amount of support required in relation to the number of times the person has submitted substantially the same proposal within the prescribed period;
(3) Subsection 372(1) of the Act is amended by striking out the word “and” at the end of paragraph (e) and by adding the following after paragraph (f):
(g) prescribing any matter necessary for the purposes of the application of Part 21.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;
(h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and
(i) prescribing, for the purposes of subsection 65(3), the manner of, and conditions for, voting at a meeting of a cooperative by means of a telephonic, electronic or other communication facility.
(4) Section 372 of the Act is amended by adding the following after subsection (1):
Marginal note:Incorporation by reference
(2) The regulations may incorporate any material by reference, regardless of its source and either as it exists on a particular date or as amended from time to time.
Marginal note:Incorporated material is not a regulation
(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.
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