Cooperative Energy Act (S.C. 1980-81-82-83, c. 108)

Marginal note:Constraints on shares

• 15 (1) Whether or not any of the issued shares of the Development Corporation are or were part of a distribution to the public and remain outstanding and are held by more than one person, the Development Corporation may have a restriction on the issue, transfer or ownership of its shares of any class or series by way of a constraint permitted under section 168 of the Canada Business Corporations Act or by way of a constraint on the issue, transfer or ownership of shares of any class or series in order to

  • (a) limit the maximum aggregate number of shares of any class or series of voting shares of the Development Corporation that may be beneficially owned or controlled, directly or indirectly, by any person and by any person who is an affiliate or associate of that person to such percentage, not lower than three per cent, as is specified in its articles, of the aggregate number of issued and outstanding voting shares of that class or series; or

  • (b) assist the Development Corporation or any of its affiliates or associates to qualify under

    • (i) any law of Canada or a province prescribed by the regulations for the purposes of this paragraph, or

    • (ii) a law of Canada respecting petroleum incentives prescribed by the regulations for the purposes of this paragraph or, where no such law is so prescribed, a document entitled “Proposed Outline For Regulations Respecting The Petroleum Incentives Program”, published under the authority of the Minister in April, 1982,

    to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control.

• Marginal note:Exception in respect of paragraph (1)(a) or (b)

  (2) Paragraph (1)(a) or (b) does not permit a constraint on the issue, transfer or ownership of shares of any class or series of which any shares are outstanding unless

  • (a) in the case of a constraint in respect of a class, the shares of the class, or

  • (b) in the case of a constraint in respect of a series, the shares of the series

  are already subject to a constraint permitted under that paragraph.

• Marginal note:Limitation on ownership of shares

  (3) The Development Corporation may, pursuant to paragraph (1)(b), limit the number of shares of the Development Corporation that may be owned, or prohibit the ownership of shares, by any person whose ownership would adversely affect the ability of the Development Corporation or any of its affiliates or associates to attain or maintain a level of Canadian ownership or control specified in its articles that equals or exceeds a specified level referred to in paragraph (1)(b).

• Marginal note:Application of subsections (2) and (3), paragraph (1)(b) and section 16

  (4) Paragraph (1)(b), subsections (2) and (3) and section 16 apply to the Development Corporation, subject to any provisions of the Canada Business Corporations Act, in respect of constraints on the issue, transfer or ownership of shares of any class or series, for the purpose of assisting a corporation or any of its affiliates or associates to qualify under any law of Canada or a province prescribed pursuant to the Canada Business Corporations Act to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control.

• Marginal note:Sale of constrained shares

  (5) Where the Development Corporation has constraints on the issue, transfer or ownership of its shares of any class or series for a purpose referred to in paragraph (1)(a) or (b), the Development Corporation may,

  • (a) for that purpose, or, in the case of a constraint permitted under paragraph (1)(b), for the purpose of attaining or maintaining a level of Canadian ownership or control specified in its articles, and

  • (b) under such conditions and after giving such notice, in respect of the sale of constrained shares, as may be prescribed pursuant to the Canada Business Corporations Act or, where no such condition or notice is so prescribed, after giving the notice referred to in its articles and on the condition that the constrained shares are not disposed of in accordance with the notice,

  sell, as if it were the owner thereof, any of such constrained shares that are owned, or that the directors determine in such manner as may be prescribed pursuant to the Canada Business Corporations Act may be owned, contrary to the constraints.

• Marginal note:Obligations of directors in sale

  (6) Where shares are to be sold by the Development Corporation pursuant to subsection (5), the directors of the Development Corporation shall select the shares for sale in good faith and, where applicable, in a manner that is not unfairly prejudicial to, and does not unfairly disregard the interests of, the holders of the shares in the constrained class or series taken as a whole.

• Marginal note:Effect of sale

  (7) Where shares are sold by the Development Corporation under subsection (5), the owner of the shares immediately prior to the sale shall by that sale be divested of any interest in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the Development Corporation that, but for the sale, that person could properly be treated as the registered owner or registered holder of the shares under section 47 of the Canada Business Corporations Act shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned thereon from the beginning of the month next following the date of the receipt by the Development Corporation of the proceeds of the sale, less any taxes thereon and any costs of administration of a trust fund constituted under subsection (9) in relation thereto.

• Marginal note:Subsections 47(4) to (6) of the Canada Business Corporations Act apply

  (8) Subsections 47(4) to (6) of the Canada Business Corporations Act apply in respect of the person who is entitled under subsection (7) to receive the proceeds of a sale of shares under subsection (5) as if the proceeds were a security and the person were a registered holder or owner of the security.

• Marginal note:Proceeds of sale to be trust fund

  (9) The proceeds of a sale by the Development Corporation under subsection (5) constitute a trust fund in the hands of the Development Corporation for the benefit of the person entitled under subsection (7) to receive the proceeds of the sale, and any such trust fund may be commingled by the Development Corporation with other such trust funds and shall be invested in such manner as may be prescribed by the regulations.

• Marginal note:Costs of administration

  (10) Reasonable costs of administration of a trust fund referred to in subsection (9) may be deducted from the trust fund and any income earned thereon.

• Marginal note:Appointment of trust company

  (11) Subject to this section, the Development Corporation may transfer any trust fund referred to in subsection (9), and the administration thereof, to a trust company in Canada registered as such under the laws of Canada or a province, and the Development Corporation is thereupon discharged of all further liability in respect of the trust fund.

• Marginal note:Discharge of corporation and trust company

  (12) A receipt signed by a person entitled under subsection (7) to receive the proceeds of a sale that constitute a trust fund under subsection (9) shall be a complete discharge of the Development Corporation and of any trust company to which a trust fund is transferred under subsection (11), in respect of the trust fund and income earned thereon paid to such person.

• Marginal note:Vesting in Crown

  (13) A trust fund described in subsection (9), together with any income earned thereon, less any taxes thereon and costs of administration, that has not been claimed by a person entitled under subsection (7) to receive the proceeds of a sale that constitute the trust fund for a period of ten years after the date of the sale vests in Her Majesty in right of Canada.

• Marginal note:Escheats Act applies

  (14) Sections 3 to 5 of the Escheats Act apply in respect of a trust fund that vests in Her Majesty in right of Canada under subsection (13).

• Marginal note:Application of subsections (6) to (14)

  (15) Subsections (6) to (14) apply to

  • (a) a sale of shares pursuant to subsection (5), and

  • (b) the proceeds of such sale

  subject to any provisions in respect of the sale of constrained shares set out in, or prescribed pursuant to, the Canada Business Corporations Act.

Marginal note:Amendments to articles relating to constraints on shares

16 Whether or not any of the issued shares of the Development Corporation are or were part of a distribution to the public and remain outstanding and are held by more than one person, the Development Corporation may, by special resolution, amend its articles to constrain the issue, transfer or ownership of its shares of any class or series as permitted under

• (a) section 168 of the Canada Business Corporations Act; or

• (b) section 15.

Marginal note:First directors

• 17 (1) The first directors of the Development Corporation shall be such persons as may be appointed by the directors of the Corporation.

• Marginal note:Idem

  (2) Each director appointed pursuant to subsection (1) holds office until the first meeting of shareholders of the Development Corporation.

Marginal note:Application of Canada Business Corporations Act

18 Except to the extent that they are inconsistent with or excluded by this Act, the provisions of the Canada Business Corporations Act and any regulations made thereunder apply to the Development Corporation, with such modifications as the circumstances require, as if it were a corporation incorporated under that Act.

Marginal note:Act continues to apply on amalgamation, etc.

19 For greater certainty, where a certificate of amendment, restated certificate of incorporation, certificate of amalgamation or certificate of revival, in relation to the Development Corporation, is issued by the Director pursuant to the Canada Business Corporations Act, this Part,

• (a) in the case of a certificate of amalgamation, applies to the amalgamated corporation as if it were the Development Corporation; and

• (b) in the case of any certificate referred to in this section, other than a certificate of amalgamation, continues to apply to the Development Corporation.

Marginal note:Canada Corporations Act not applicable

20 Part IV of the Canada Corporations Act does not apply to the Development Corporation.

Marginal note:Not agent of Her Majesty

21 The Development Corporation is not an agent of Her Majesty, or a Crown Corporation within the meaning of the Financial Administration Act, and its officers and employees are not part of the federal public administration.

PART IIIGeneral

Marginal note:Corporation and Development Corporation qualified as members of cooperative associations

22 Notwithstanding the Cooperative Credit Associations Act, the Corporation and the Development Corporation are qualified to become members of an association to which the Cooperative Credit Associations Act applies.

Marginal note:Application to Crown

23 This Act is binding on Her Majesty in right of Canada and any agent thereof.

Marginal note:Acquisition of shares by Her Majesty

24 The Minister, on behalf of Her Majesty in right of Canada, may subscribe for, acquire and hold shares and Equity Debentures of the Corporation in accordance with the Agreement and may, for that purpose, make payments out of the Consolidated Revenue Fund in an amount not exceeding in the aggregate one hundred million dollars.

Marginal note:Regulations

25 The Governor in Council may make regulations prescribing anything that is by this Act to be prescribed by the regulations.

Marginal note:Amendments to Agreement referred to Committee of House of Commons

26 Any amendment to the Agreement shall be deemed to be referred, for review and report, to the first sitting of the Committee of the House of Commons that normally considers oil and gas matters, following the day on which the amendment is made.

Marginal note:Coming into force

Footnote ^*27 This Act or any provision thereof shall come into force on a day or days to be fixed by proclamation.

• Return to footnote ^*[Note: Act in force July 9, 1982, see SI/82-148.]