Federal Law–Civil Law Harmonization Act, No. 3 (S.C. 2011, c. 21)
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Assented to 2011-11-29
PART 1AMENDMENTS TO CERTAIN ACTS
1998, c. 1Canada Cooperatives Act
98. The portion of section 245 of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Obligation d’authentification
245. Les personnes chargées par l’émetteur de reconnaître l’authenticité des valeurs mobilières, notamment les mandataires, les agents de transfert ou les fiduciaires, ont, lors de l’émission, de l’inscription du transfert et de l’annulation d’une valeur mobilière de l’émetteur :
99. Subparagraph 253(2)(b)(iii) of the English version of the Act is replaced by the following:
(iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the cooperative or any of its affiliates within two years of the proposed appointment of the person as auditor of the cooperative.
100. The definitions “trustee” and “trust indenture” in section 266 of the Act are replaced by the following:
“trustee”
« fiduciaire »
“trustee” means a person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a cooperative is a party, and includes a successor trustee.
“trust indenture”
« acte de fiducie »
“trust indenture” means a deed, indenture or other instrument or act, including a supplement or amendment, made by a cooperative under which the cooperative issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued under it.
101. The heading of Part 15 of the English version of the Act is replaced by the following:
RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS
102. Sections 278 and 279 of the Act are replaced by the following:
Marginal note:Functions of receiver or sequestrator
278. A receiver or sequestrator of any property of a cooperative may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the cooperative.
Marginal note:Functions of receiver-manager
279. A receiver-manager of a cooperative may carry on any business of the cooperative to protect the security interest of those on behalf of whom the receiver-manager is appointed.
103. Section 280 of the English version of the Act is replaced by the following:
Marginal note:Directors’ powers cease
280. If a receiver, receiver-manager or sequestrator is appointed by a court or under an instrument or act, no director shall exercise the directors’ powers that the receiver, receiver-manager or sequestrator is authorized to exercise until the receiver, receiver-manager or sequestrator is discharged.
104. (1) Subsections 281(1) and (2) of the English version of the Act are replaced by the following:
Marginal note:Appointment by court
281. (1) A receiver, receiver-manager or sequestrator appointed by a court must act in accordance with any directions of the court.
Marginal note:Appointment under instrument or act
(2) A receiver, receiver-manager or sequestrator appointed under an instrument or act must act in accordance with the instrument or act and any direction that the court may make under section 282.
(2) The portion of subsection 281(3) of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:Duty
(3) A receiver, receiver-manager or sequestrator must
105. Section 282 of the English version of the Act is replaced by the following:
Marginal note:Directions given by court
282. A court may, on the application of a receiver, receiver-manager or sequestrator appointed by a court or under an instrument or act, or any other interested person, make any order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator that it considers appropriate, including an order
(a) appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;
(b) determining the notice to be given to any person or dispensing with notice to any person;
(c) fixing the remuneration of the receiver, receiver-manager or sequestrator;
(d) requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom they were appointed, to make good any default in connection with their custody or management of the property and business of the cooperative, or relieving them, or a person by or on behalf of whom they were appointed, from any default on any terms that the court considers appropriate;
(e) confirming any act of the receiver, receiver-manager or sequestrator; and
(f) giving directions on any other matter relating to the duties of the receiver, receiver-manager or sequestrator.
106. (1) The portion of section 283 of the English version of the Act before paragraph (e) is replaced by the following:
Marginal note:Required action
283. A receiver, receiver-manager or sequestrator must
(a) take the property of the cooperative into custody and control in accordance with the court order, instrument or act under which the receiver, receiver-manager or sequestrator is appointed;
(b) open and maintain a bank account as receiver, receiver-manager or sequestrator of the cooperative for the money of the cooperative coming under their control;
(c) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;
(d) keep accounts of the administration as receiver, receiver-manager or sequestrator and cause them to be made available during usual business hours for inspection by the directors;
(2) Paragraph 283(f) of the English version of the Act is replaced by the following:
(f) on completion of their duties, render a final account of the administration in the form that the receiver, receiver-manager or sequestrator has adopted for preparation of interim accounts under paragraph (e); and
107. (1) Subparagraph 302(6)(c)(i) of the Act is replaced by the following:
(i) in the case of a dissenting member, for withdrawal from the cooperative, for payment of all membership shares at their fair value and for repayment of any other interest or right held by the member in the cooperative, fair value being determined on the day before the resolution was adopted, and
(2) Subsection 302(19) of the Act is replaced by the following:
Marginal note:Parties
(19) On an application under subsection (16) or (17), all dissenting members and shareholders whose shares or other interests or rights have not been purchased are joined as parties and the cooperative must notify them, advising each of them of the right to participate in, and the consequences of, the application. No dissenting member or shareholder is required to give security for costs in the application.
108. (1) Paragraph 316(b) of the French version of the Act is replaced by the following:
b) de nommer un liquidateur et d’exiger de lui une garantie, de fixer sa rémunération ou de le remplacer;
(2) Paragraph 316(k) of the French version of the Act is replaced by the following:
k) sur avis à tous les intéressés, de décharger le liquidateur de ses manquements, selon les modalités que le tribunal estime indiquées, et de confirmer ses actes;
109. Paragraph 321(1)(e) of the English version of the Act is replaced by the following:
(e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the cooperative;
110. Subsection 322(4) of the English version of the Act is replaced by the following:
Marginal note:Publication
(4) A liquidator must give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 316, to each member or shareholder and to any person who provided a security, a fidelity bond or fidelity insurance for the liquidation, and must publish the notice in a newspaper published or distributed in the place where the cooperative has its registered office, in any manner set out in the by-laws or as otherwise directed by the court.
111. Paragraph 326(5)(a) of the French version of the Act is replaced by the following:
a) joindre comme partie à l’instance chaque ancien membre ou détenteur de parts de placement que le demandeur a retrouvé;
112. Subsections 335(1) to (3) of the Act are replaced by the following:
Marginal note:Membership shares included
335. (1) For the purposes of this section, a security includes a membership share or an interest or right in one.
Marginal note:Information respecting ownership and control
(2) If the Director is satisfied that, for the purposes of Part 9 or 10 or for the purposes of enforcing any regulation made under section 130, there is reason to inquire into the ownership or control of a security of a cooperative or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to the Director or to any designated person,
(a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and
(b) the names and addresses of the persons who have or have had such an interest or right and of any person who acts or has acted in relation to the security on behalf of such persons.
Marginal note:Deemed interest or right in securities
(3) For the purposes of subsection (2), a person is deemed to hold an interest or right in a security if
(a) in the case of a membership share, the person is or is entitled to be entered in the records of the cooperative as the owner of the membership share; and
(b) in the case of an investment share,
(i) the person has a right to vote or to acquire or dispose of the investment share or an interest or right in it,
(ii) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the investment share, or
(iii) any other person with an interest or right in the investment share can be required or is accustomed to exercise rights or privileges attached to it in accordance with that person’s instructions.
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