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An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (S.C. 2018, c. 8)

Assented to 2018-05-01

PART 1Corporate Governance (continued)

R.S., c. C-44; 1994, c. 24, s. 1(F)Canada Business Corporations Act (continued)

Marginal note:2001, c. 14, s. 132

 Section 267.1 of the French version of the Act is replaced by the following:

Marginal note:Traitement de l’information

267.1 Les renseignements et avis que le directeur est tenu, en application de la présente loi, de résumer dans une publication destinée au grand public ou de publier peuvent être résumés ou publiés à l’aide de tout procédé mécanique ou électronique de traitement des données ou de mise en mémoire de l’information susceptible de donner, dans un délai raisonnable, les renseignements ou avis demandés sous une forme compréhensible.

1998, c. 1Canada Cooperatives Act

 Subsection 2(1) of the Canada Cooperatives Act is amended by adding the following in alphabetical order:

incapable

incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada. (incapable)

prior legislation

prior legislation means the Canada Cooperative Associations Act, chapter 6 of the Statutes of Canada, 1970-71-72. (législation antérieure)

  •  (1) The portion of subsection 8(2) of the English version of the Act before paragraph (a) is replaced by the following:

    • Marginal note:Persons not to be incorporators

      (2) An application under subsection (1) is not to be made by

  • (2) Paragraph 8(2)(b) of the Act is replaced by the following:

    • (b) an individual who is incapable; or

 Section 10 of the Act is amended by adding “and” at the end of paragraph (c) and by repealing paragraphs (d) and (e).

  •  (1) Paragraph 11(1)(c) of the Act is repealed.

  • (2) Subsection 11(5) of the Act is repealed.

 Subsection 12(2) of the Act is replaced by the following:

  • Marginal note:Reliance on articles

    (2) For the purposes of paragraphs (1)(b) and (c), the Director may rely on the articles required by section 10.

 Sections 22 and 23 of the Act are replaced by the following:

Marginal note:Reservation of name

22 The Director may, on request, reserve for a prescribed period a name for an intended cooperative or for a cooperative that intends to change its name.

Marginal note:Prohibited names

23 A cooperative must not be incorporated or continued as a cooperative under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.

  •  (1) Subsections 24(1) and (2) of the Act are replaced by the following:

    Marginal note:Direction to change name

    • 24 (1) The Director may direct a cooperative to change its name in accordance with section 289 if, through inadvertence or otherwise, the cooperative acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.

    • Marginal note:Revocation of name

      (2) If a cooperative has not followed a directive under subsection (1) or (3) within the prescribed period, the Director may revoke the name of the cooperative and assign a new name to it and, until changed in accordance with section 289, the name of the cooperative is the name assigned by the Director.

  • (2) Subsections 24(4) and (5) of the Act are repealed.

 The Act is amended by adding the following after section 24:

Marginal note:Certificate of amendment

  • 24.1 (1) If the Director assigns a new name to a cooperative under subsection 24(2), the Director must issue a certificate of amendment showing the new name of the cooperative and must publish a notice of the change of name as soon as practicable in a publication generally available to the public.

  • Marginal note:Effect of certificate

    (2) The articles of the cooperative are amended accordingly on the date shown in the certificate of amendment.

 Subsection 30(2) of the French version of the Act is replaced by the following:

  • Marginal note:Avis

    (2) Avis du lieu où est maintenu le siège social est envoyé au directeur, en la forme établie par lui, avec les clauses pertinentes des statuts désignant ou modifiant le lieu où le siège social est situé.

Marginal note:2001, c. 14, s. 153(2)

 Paragraph 58(4)(a) of the Act is replaced by the following:

  • (a) the proposal is not submitted to the cooperative within the prescribed period;

 Subsection 61(5) of the English version of the Act is replaced by the following:

  • Marginal note:List of shareholders entitled to receive notice

    (5) If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than 10 days after the record date for notice of a meeting that is fixed under subsection 51(3) or not later than the record date that is referred to in subsection 51(5), as the case may be, an alphabetical list of shareholders who are entitled to receive notice of a meeting of shareholders as of the record date that shows the number of shares held by each shareholder.

 Paragraph 78(1)(c) of the Act is replaced by the following:

  • (c) is incapable; or

  •  (1) Section 83 of the Act is amended by adding the following after subsection (10):

    • Marginal note:Majority voting

      (10.1) If, at a meeting of persons who are entitled to elect or appoint directors of a distributing cooperative — other than in the case of a prescribed class of distributing cooperatives — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by those persons who are present in person or represented by proxy, unless the articles require a greater number of votes.

    • Marginal note:Incumbent director not elected

      (10.2) Despite subsection (3) and paragraph 84(1)(b), if an incumbent director who was a candidate in an election held in accordance with subsection (10.1) was not elected during the election, the director may continue in office until the earlier of

      • (a) the 90th day after the day of the election; and

      • (b) the day on which their successor is appointed or elected.

  • (2) Section 83 of the Act is amended by adding the following after subsection (11):

    • Marginal note:Separate vote for each candidate

      (12) If the election of directors is for a prescribed cooperative, a separate vote by persons who are entitled to elect or appoint directors must be taken with respect to each candidate nominated for director.

    • Marginal note:Exception

      (13) If an individual who was a candidate in an election held in accordance with subsection (10.1) was not elected during that election, the individual is not to be appointed, except in prescribed circumstances, as a director under subsection 85(1) before the next meeting at which an election of directors is required by persons who are entitled to elect or appoint directors.

 Section 84 of the Act is replaced by the following:

Marginal note:Maximum term

  • 84 (1) Subject to section 86, a director is entitled to hold office for a term expiring not later than

    • (a) in the case of a cooperative that is not a distributing cooperative, the close of the third annual meeting of members following the director’s election; and

    • (b) in the case of a distributing cooperative, the close of the next annual meeting of members following the director’s election.

  • Marginal note:Exceptions — certain distributing cooperatives

    (2) Despite paragraph (1)(b), in the case of any prescribed class of distributing cooperatives or in any prescribed circumstances respecting distributing cooperatives or classes of distributing cooperatives, the directors are not entitled to hold office for a term that is longer than three years.

 

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