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

Act current to 2020-01-27 and last amended on 2018-05-01. Previous Versions

PART 2Incorporation, Structure and Organization (continued)

By-laws (continued)

Marginal note:Binding effect of by-laws and articles

 The articles and by-laws of a cooperative bind it and its members to the same extent as if they

  • (a) had been signed by the cooperative and every member; and

  • (b) contained undertakings by every member and the successors, assigns and personal representatives of every member to observe all the provisions of the articles and by-laws.

  • 1998, c. 1, s. 16
  • 2001, c. 14, s. 142

Marginal note:Copies

  •  (1) Each member and shareholder may on request, not more than once in each calendar year, receive free of charge one copy of the articles, the by-laws and any unanimous agreement, and one copy of any amendments to the articles, the by-laws and any unanimous agreement, of the cooperative.

  • Marginal note:Copies

    (2) The cooperative must provide each creditor, and, where the cooperative is a distributing cooperative, any other person, on payment of a reasonable fee, with a copy of the articles, the by-laws and any unanimous agreement of the cooperative.

Cooperative Basis

Marginal note:Cooperative basis

  •  (1) Every cooperative must be organized and operated and must carry on business on a cooperative basis.

  • Marginal note:Complaint

    (2) A person may make an application to the court in accordance with section 329 if the person has a complaint that

    • (a) a cooperative is not organized, operated or carrying on business on a cooperative basis; or

    • (b) in the case of a cooperative to which Part 20 or 21 applies, the cooperative is not complying with the applicable Part.

Pre-incorporation Contracts

Marginal note:Pre-incorporation contracts

  •  (1) Subject to this section, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a cooperative before it comes into existence is personally bound by the contract and is entitled to its benefits, unless the contract expressly provides otherwise.

  • Marginal note:Adoption by cooperative

    (2) A cooperative may, within a reasonable time after it comes into existence, adopt a contract that was made in its name or on its behalf before it came into existence by any act or conduct that signifies the cooperative’s intention to be bound by the contract.

  • Marginal note:Effect of adoption

    (3) If a cooperative adopts a contract under this section,

    • (a) the cooperative is bound by the contract and entitled to its benefits as of the date of the contract; and

    • (b) the person who originally entered into the contract ceases to be bound by the contract or to be entitled to its benefits, subject to an order made under subsection (4).

  • Marginal note:Court order

    (4) Whether or not a cooperative has adopted a contract, the court may, on application by a party to the contract,

    • (a) make an order respecting the nature and extent of the obligations and liability under the contract of the cooperative and the person who entered into or purported to enter into the contract by or on behalf of the cooperative; and

    • (b) make any other order that the court considers just in the circumstances.

  • 1998, c. 1, s. 19
  • 2001, c. 14, s. 143

Name

Marginal note:Required name

  •  (1) A cooperative must have the word “cooperative”, “co-operative”, “coop”, “co-op”, “coopérative”, “united” or “pool”, or another grammatical form of any of those words, as part of its name.

  • Marginal note:Use of abbreviation

    (2) A cooperative that has the word “cooperative”, “co-operative”, “coop”, “co-op” or “coopérative”, or another grammatical form of any of those words, as part of its name may use and be legally designated by any of those words or forms.

  • Marginal note:Business restriction

    (3) If the business of a cooperative is restricted by its articles or by a resolution of its members to a specific business purpose, the cooperative must have as part of its name one or more words that suggest the nature of the restriction.

  • Marginal note:Alternate form

    (4) The name of a cooperative may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets the prescribed criteria. The cooperative may use and be legally designated by any such form.

  • (5) [Repealed, 2001, c. 14, s. 144]

  • Marginal note:Identification outside Canada

    (6) A cooperative may set out in its articles its name in any language form and, if it does, it may use and be legally designated outside Canada by its name in that form.

  • Marginal note:Publication of name

    (7) A cooperative must set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for things or services made by or on behalf of the cooperative and in all documents filed with the Director under this Act.

  • 1998, c. 1, s. 20
  • 2001, c. 14, s. 144

Marginal note:Other name

 Subject to subsection 20(3) and section 23, a cooperative may carry on business or identify itself by a name or style other than as set out in its articles.

Marginal note:Reservation of name

 The Director may, on request, reserve for ninety days a name for an intended cooperative or for one that intends to change its name.

Marginal note:Prohibited names

 A cooperative may not be incorporated with, have, carry on business under or identify itself by a name that is

  • (a) prohibited, or deceptively misdescriptive, as may be prescribed; or

  • (b) reserved for another body corporate.

Marginal note:Direction to change name

  •  (1) The Director may direct a cooperative to change its name if the cooperative’s name contravenes section 23 when the cooperative comes into existence or is continued.

  • Marginal note:Revocation of name

    (2) If a cooperative has not complied with a direction under subsection (1) within sixty days after it is served with a written copy of the direction, the Director may issue a certificate of amendment revoking the name of the cooperative and assigning a new name to it.

  • Marginal note:Undertaking to change name

    (3) If a cooperative acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the cooperative to change its name in accordance with section 289, unless the undertaking is honoured within the period specified in subsection (2).

  • Marginal note:Amendment of articles when certificate of amendment issued

    (4) The articles of the cooperative are deemed to be amended accordingly on the date shown in the certificate of amendment issued under subsection (2).

  • Marginal note:Notice of revocation

    (5) On issuing a certificate of amendment under subsection (2), the Director must give notice of the change of name without delay in a publication generally available to the public.

Marginal note:Prohibition on use of name

 Every entity, other than a cooperative incorporated under this Act or a body corporate incorporated by or under the authority of another Act of Parliament or an Act of the legislature of a province, is guilty of an offence if the entity uses or authorizes the use of the word “cooperative”, “co-operative”, “co-op”, “coop”, “coopérative” or “pool”, or another grammatical form of any of those words, as part of its name or in any manner in connection with the conduct of its business so that the entity could reasonably be considered to be holding itself out as carrying on business as a cooperative entity.

PART 3Capacity and Powers

Marginal note:Legal capacity

  •  (1) Subject to this Act, a cooperative

    • (a) has the capacity and the rights, powers and privileges of a natural person; and

    • (b) may carry on business throughout Canada.

  • Marginal note:By-laws not required to confer powers

    (2) It is not necessary for a cooperative to pass a by-law in order to confer any particular power on a cooperative or its directors.

Marginal note:Powers outside the jurisdiction

  •  (1) Subject to this Act, a cooperative has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

  • Marginal note:Business restriction

    (2) No cooperative and no subsidiary of a cooperative may carry on any business contrary to a restriction set out in the articles of the cooperative.

  • Marginal note:Validity of acts

    (3) No act of a cooperative, including a transfer of property, is invalid by reason only that the act is contrary to its articles or this Act.

  • Marginal note:Constructive notice

    (4) A member of a cooperative is deemed to have knowledge of the content of the articles and by-laws of the cooperative.

  • Marginal note:No constructive notice

    (5) Subject to subsection (4), no person is deemed to have knowledge of the content of a document by reason only that it is filed with the Director or is available for inspection at the cooperative.

 
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