Government of Canada / Gouvernement du Canada
Symbol of the Government of Canada

Search

Canada Cooperatives Act (S.C. 1998, c. 1)

Act current to 2022-07-25 and last amended on 2018-05-01. Previous Versions

PART 9Proxies (continued)

Marginal note:Mandatory solicitation

  •  (1) Subject to subsection (2), the management of a cooperative shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is entitled to receive notice of the meeting.

  • Marginal note:Exception

    (2) The management of a cooperative is not required to send a form of proxy under subsection (1) if

    • (a) it is not a distributing cooperative; and

    • (b) it has fifty or fewer shareholders entitled to vote at a meeting, two or more joint holders being counted as one shareholder.

  • 1998, c. 1, s. 165
  • 2001, c. 14, s. 187

Marginal note:Soliciting proxies

  •  (1) No person may solicit a proxy unless the applicable circular described in subsection (2) is sent to the auditor of the cooperative, to each shareholder whose proxy is solicited, to each director and, if paragraph (2)(b) applies, to the cooperative.

  • Marginal note:Circulars

    (2) The circular that is to be sent under subsection (1) is

    • (a) in the case of solicitation by or on behalf of the management of a cooperative, a management proxy circular in the prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting; and

    • (b) in the case of any other solicitation, a dissident’s proxy circular in the prescribed form stating the purposes of the solicitation.

  • Marginal note:Copy to Director

    (3) When a management proxy circular or dissident’s proxy circular is sent, a copy of it must be sent to the Director together with a statement in the prescribed form and a copy of any notice of meeting, form of proxy and any other documents for use in connection with the meeting.

  • Marginal note:Solicitation to fifteen or fewer shareholders

    (4) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the cooperative, without sending a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is fifteen or fewer, two or more joint holders being counted as one shareholder.

  • Marginal note:Solicitation by public broadcast

    (4.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the cooperative, without sending a dissident’s proxy circular, if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

  • Marginal note:When all shareholders are members

    (5) A management proxy circular need not be sent

    • (a) if all the shareholders of a cooperative are members; and

    • (b) if management has sent to the shareholders substantially the same information as that required to be sent in the circular, not less than twenty-one days or more than sixty days before the meeting at which the vote to which the circular relates is to be held.

  • 1998, c. 1, s. 166
  • 2001, c. 14, s. 188

Marginal note:Exemption

  •  (1) On the application of any interested person, the Director may exempt, on any terms that the Director thinks fit, the person from any of the requirements of section 165 or subsection 166(1) or 169(1). The exemption may have retroactive effect.

  • (2) [Repealed, 2018, c. 8, s. 62]

  • 1998, c. 1, s. 167
  • 2001, c. 14, s. 189
  • 2018, c. 8, s. 62

Marginal note:Attendance at meeting

  •  (1) An individual who solicits a proxy and is appointed proxyholder shall attend the meeting in respect of which the proxy is given in person, or cause an alternate proxyholder to attend it, and shall comply with the directions of the shareholder who appointed the proxyholder.

  • Marginal note:Rights of a proxyholder

    (2) A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed the proxyholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except if the proxyholder or alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by a show of hands.

  • Marginal note:Show of hands

    (3) Despite subsections (1) and (2), if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chairperson will be the decision of the meeting in relation to any matter or group of matters is less than five per cent of all the votes that might be cast by shareholders present in person or represented by proxy at the meeting on the ballot, unless a shareholder or proxyholder demands a ballot,

    • (a) the chairperson may conduct the vote in respect of that matter or group of matters by a show of hands; and

    • (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands.

Marginal note:Duty of intermediary

  •  (1) Shares of a cooperative that are registered in the name of an intermediary or a nominee of an intermediary and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the notice of the meeting, management proxy circular, dissident’s proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for those instructions.

  • Marginal note:Restriction on voting

    (2) An intermediary, or a proxyholder appointed by an intermediary, may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or in the name of a nominee of the intermediary unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.

  • Marginal note:Copies

    (3) A person by or on behalf of whom a solicitation is made must provide, at the request of an intermediary, without delay, to the intermediary at the person’s expense the necessary number of copies of the documents referred to in subsection (1), other than copies of the document requesting voting instructions.

  • Marginal note:Instructions to intermediary

    (4) An intermediary shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.

  • Marginal note:Beneficial owner as proxyholder

    (5) If a beneficial owner so requests and provides an intermediary with appropriate documentation, the intermediary must appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.

  • Marginal note:Validity

    (6) The failure of an intermediary to comply with this section does not render null or void any meeting of shareholders or any action taken at the meeting.

  • Marginal note:Limitation

    (7) Nothing in this section gives an intermediary the right to vote shares that the intermediary is otherwise prohibited from voting.

  • 1998, c. 1, s. 169
  • 2001, c. 14, s. 190

Marginal note:Restraining order

  •  (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact required in it or necessary to make a statement contained in it not misleading in the light of the circumstances in which it was made, the Director or any other interested person may apply to a court and the court may make any order it thinks fit, including

    • (a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting to which the form of proxy, management proxy circular or dissident’s proxy circular relates;

    • (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and

    • (c) an order adjourning the meeting.

  • Marginal note:Notice to Director

    (2) An applicant under this section must give the Director notice of the application and the Director is entitled to appear and to be heard in person or by counsel.

PART 10Insider Trading

Marginal note:Interpretation

  •  (1) The definitions in this subsection apply in this Part.

    business combination

    business combination means an acquisition of all or substantially all the property of one entity by another, or an amalgamation of two or more entities, or any similar reorganization between or among two or more entities. (regroupement d’entreprises)

    insider

    insider means, except in section 173,

    • (a) a director or officer of a distributing cooperative;

    • (b) a director or officer of a subsidiary of a distributing cooperative;

    • (c) a director or officer of an entity that enters into a business combination with a distributing cooperative; and

    • (d) a person employed or retained by a distributing cooperative. (initié)

    officer

    officer means the chairperson of the board of directors, president, vice-president, secretary, treasurer, comptroller, general counsel, general manager, managing director, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices. (dirigeant)

    share

    share means an investment share that carries voting rights under the articles or in the circumstances in which voting rights are exercisable with respect to it under this Act, and includes

    • (a) a security currently convertible into such an investment share; and

    • (b) currently exercisable options and rights to acquire such an investment share or such a convertible security. (part)

  • Marginal note:Further interpretation

    (2) For the purposes of this Part,

    • (a) a director or an officer of an entity that beneficially owns, directly or indirectly, shares of a distributing cooperative, or that exercises control or direction over shares of the distributing cooperative, or that has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the distributing cooperative not including shares held by the entity as underwriter while those shares are in the course of a distribution to the public is deemed to be an insider of the distributing cooperative;

    • (b) a director or an officer of an entity, or an individual acting in a similar capacity, that is a subsidiary is deemed to be an insider of its holding distributing cooperative;

    • (c) a person is deemed to beneficially own shares beneficially owned by an entity controlled by them directly or indirectly;

    • (d) an entity is deemed to beneficially own shares beneficially owned by its affiliates; and

    • (e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.

  • Marginal note:Membership shares

    (3) For the purposes of this Part, the sale of membership shares to members or the making of a member loan to a cooperative is not a distribution to the public.

  • (4) [Repealed, 2001, c. 14, s. 191]

  • 1998, c. 1, s. 171
  • 2001, c. 14, s. 191
  • 2018, c. 8, s. 64(F)

Marginal note:Prohibition of short sale

  •  (1) No insider shall knowingly sell, directly or indirectly, a security of a distributing cooperative or any of its affiliates if the insider selling the security does not own or has not fully paid for the security to be sold.

  • Marginal note:Calls and puts

    (2) No insider shall knowingly, directly or indirectly, buy a put or sell a call in respect of a security of the cooperative or any of its affiliates.

  • Marginal note:Exception

    (3) Despite subsection (1), an insider may sell a security that the insider does not own if the insider owns another security convertible into the security sold or an option or right to acquire the security sold and, no later than ten days after the sale, the insider

    • (a) exercises the conversion privilege, option or right and delivers the security so acquired to the purchaser; or

    • (b) transfers the convertible security, option or right to the purchaser.

  • 1998, c. 1, s. 172
  • 2001, c. 14, s. 192

Marginal note:Definition of insider

  •  (1) In this section, insider, with respect to a cooperative, means

    • (a) the cooperative;

    • (b) an affiliate of the cooperative;

    • (c) a director or an officer of the cooperative or of any persons described in paragraphs (b), (e) or (g);

    • (d) a member who controls more than ten per cent of the voting rights that may be exercised to elect or appoint a director of the cooperative;

    • (e) a person who beneficially owns, directly or indirectly, shares of the cooperative or who exercises control or direction over shares of the cooperative, or a combination of any such ownership, control and direction, carrying more than the prescribed percentage of the voting rights attached to all of the outstanding shares of the cooperative other than shares held by the person as underwriter while those shares are in the course of a distribution to the public;

    • (f) a person, other than a person described in paragraph (g), employed or retained by the cooperative or by a person described in paragraph (g);

    • (g) a person who engages in or proposes to engage in any business or professional activity with or on behalf of the cooperative;

    • (h) a person who received, while they were a person described in any of paragraphs (a) to (g) material confidential information concerning the cooperative;

    • (i) a person who receives material confidential information from a person described in this subsection or in subsection (2) or (2.1), including from a person described in this paragraph, and who knows or who ought reasonably to have known that the person giving the information is a person described in this subsection or in subsection (2) or (2.1), including a person described in this paragraph; and

    • (j) a prescribed person.

  • Marginal note:Deemed insiders

    (2) For the purposes of this section, a person who proposes to make a take-over bid (as defined in the regulations) for securities of a cooperative, or to enter into a business combination with a cooperative, is an insider of the cooperative with respect to material confidential information obtained from the cooperative and is an insider of the cooperative for the purposes of subsection (6).

  • Marginal note:Deemed insiders

    (2.1) An insider of a person referred to in subsection (2), and an affiliate or associate of such a person, is an insider of the cooperative referred to in that subsection. Paragraphs (1)(b) to (j) apply in determining whether a person is such an insider except that references to “cooperative” in those paragraphs are to be read as references to “person described in subsection (2)”.

  • Marginal note:Expanded definition of “security”

    (3) For the purposes of this section, the following are deemed to be a security of the cooperative:

    • (a) a put, call or option or other right or obligation to purchase or sell a security of the cooperative; and

    • (b) a security of another entity whose market price varies materially with the market price of the securities of the cooperative.

  • Marginal note:Insider trading — compensation to persons

    (4) An insider who purchases or sells a security of the cooperative with knowledge of confidential information that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the cooperative is liable to compensate the seller of the security or the purchaser of the security, as the case may be, for any damages suffered by the seller or purchaser as a result of the purchase or sale, unless the insider establishes that

    • (a) the insider reasonably believed that the information had been generally disclosed;

    • (b) the information was known, or ought reasonably to have been known, by the seller or purchaser; or

    • (c) the purchase or sale of the security took place in the prescribed circumstances.

  • Marginal note:Insider trading — compensation to cooperative

    (5) The insider is accountable to the cooperative for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (4) unless the insider establishes the circumstances in paragraph 4(a).

  • Marginal note:Tipping — compensation to persons

    (6) An insider who discloses to another person confidential information with respect to the cooperative that has not been generally disclosed and that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the cooperative is liable to compensate for damages any person who subsequently sells securities of the cooperative to, or purchases securities of the cooperative from, any person that received the information, unless the insider establishes

    • (a) that the insider reasonably believed that the information had been generally disclosed;

    • (b) that the information was known, or ought reasonably to have been known, to the person who alleges to have suffered the damages;

    • (c) that the disclosure of the information was necessary in the course of the business of the insider, except if the insider is a person described in subsection (2) or (2.1); or

    • (d) if the insider is a person described in subsection (2) or (2.1), that the disclosure of the information was necessary to effect the take-over bid or the business combination, as the case may be.

  • Marginal note:Tipping — compensation to cooperative

    (7) The insider is accountable to the cooperative for any benefit or advantage received or receivable by the insider as a result of a disclosure of the information as described in subsection (6) unless the insider establishes the circumstances in paragraph (6)(a), (c) or (d).

  • Marginal note:Measure of damages

    (8) The court may assess damages under subsection (4) or (6) in accordance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in a situation involving a security of a distributing cooperative, the court must consider the following:

    • (a) if the plaintiff is a purchaser, the price paid by the plaintiff for the security less the average market price of the security over the twenty trading days immediately following general disclosure of the information; and

    • (b) if the plaintiff is a seller, the average market price of the security over the twenty trading days immediately following general disclosure of the information, less the price that the plaintiff received for the security.

  • Marginal note:Liability

    (9) If more than one insider is liable under subsection (4) or (6) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary.

  • Marginal note:Limitation

    (10) An action to enforce a right created by subsections (4) to (7) may be commenced only within two years after discovery of the facts that gave rise to the cause of action.

  • 1998, c. 1, s. 173
  • 2001, c. 14, s. 193
 
Date modified: