PART 2Incorporation, Structure and Organization (continued)
Marginal note:Binding effect of by-laws and articles
16 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
17 (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.
(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.
Marginal note:Cooperative basis
18 (1) Every cooperative must be organized and operated and must carry on business on a cooperative basis.
(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.
Marginal note:Pre-incorporation contracts
19 (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
Marginal note:Required name
20 (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
21 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
22 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
23 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
24 (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
25 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
26 (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
27 (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.
28 (1) No cooperative and no guarantor of an obligation of a cooperative may assert against a person dealing with the cooperative or against a person who acquired rights from the cooperative that
(a) the cooperative’s articles, by-laws or any unanimous agreement have not been complied with;
(b) the persons named in the most recent notice of directors filed with the Director are not the directors;
(c) the place named in the most recent notice of registered office filed with the Director is not the registered office;
(d) a person held out as a director, an officer, an agent or a mandatary of the cooperative has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the cooperative or usual for a director, officer, agent or mandatary;
(e) a document issued by a director, officer, agent or mandatary of the cooperative with actual or usual authority to issue it is not valid or genuine; or
(f) a sale, lease or exchange of all or substantially all of the property of the cooperative was not authorized.
(g) [Repealed, 2001, c. 14, s. 145]
(2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the cooperative.
- 1998, c. 1, s. 28
- 2001, c. 14, s. 145
Marginal note:No personal liability
29 The members and shareholders of a cooperative, by reason only of being members or shareholders, are not liable for any liability, act or default of the cooperative, except as provided in this Act.
PART 4Registered Office and Records
Marginal note:Place of registered office
30 (1) A cooperative must maintain a registered office in the place set out in its articles.
Marginal note:Notice of registered office
(2) A notice of registered office in the form that the Director fixes must be sent to the Director together with any articles that designate or change the place of the registered office of the cooperative.
Marginal note:Change of address
(3) The directors may change the address of the registered office within the place specified in the articles.
Marginal note:Notice of change of address
(4) A cooperative must send to the Director, within fifteen days after any change of address of its registered office, a notice in the form that the Director fixes.
- 1998, c. 1, s. 30
- 2018, c. 8, s. 55(F)
Marginal note:Record keeping
31 (1) A cooperative must prepare and maintain the following records at its registered office or at any other place in Canada designated by the directors:
(a) the cooperative’s articles and by-laws, including any amendments and a copy of any unanimous agreement;
(b) the minutes of meetings of the members and shareholders;
(c) copies of all notices of directors and notices of change of directors;
(d) a list of its members, setting out their names and addresses, the number of any membership shares owned and the amount of any member loans;
(e) a list of its shareholders, setting out their names and addresses and the number of investment shares owned;
(f) a register of its directors, setting out the names and addresses of the individuals who are or who have been directors and the dates on which they became or ceased to be directors; and
(g) if the cooperative issues securities in registered form, a securities register that complies with section 186.
Marginal note:Other records
(2) In addition to the records specified in subsection (1), a cooperative must prepare and maintain adequate
(a) accounting records;
(b) records containing minutes of meetings and resolutions of directors and any committee of directors; and
(c) records sufficient for the purpose of calculating patronage returns, that show for each member particulars of the transactions between the cooperative and the member.
Marginal note:When records or registers kept outside Canada
(3) Despite subsection (1), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a cooperative may keep all or any of its records mentioned in paragraphs (1)(a), (b), (c), (f) and (g) and (2)(a) and (b) at a place outside Canada, if
(a) the records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or another office in Canada designated by the directors; and
(b) the cooperative provides the technical assistance to facilitate an inspection referred to in paragraph (a).
Marginal note:Retention of accounting records
(4) Subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period, a cooperative must retain the accounting records referred to in paragraph (2)(a) for a period of six years after the end of the financial year to which they relate.
Marginal note:Records of continued cooperatives
(5) For the purposes of paragraph (1)(b) and subsections (2) to (4), if a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.
- 1998, c. 1, s. 31
- 2001, c. 14, s. 146
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