The following definitions apply in this Act. 2023, c.6, s.7; 2023, c.17, s.44
“articles” means the original or restated articles of incorporation or of amalgamation, articles of amendment, articles of dissolution and articles of revival, and includes any amendments to any of them.(statuts)
“cooperative” means a corporation that is incorporated or continued under this Act.(coopérative)
“Commission” means the Financial and Consumer Services Commission continued under the Financial and Consumer Services Commission Act.(Commission)
“Court” means The Court of King’s Bench of New Brunswick and includes any judge of that court.(Cour)
“Director” means the Director of Cooperatives appointed under the Financial and Consumer Services Commission Act and includes any person designated by the Commission or the Director to act on the Director’s behalf.(directeur)
“extraordinary resolution” means a resolution passed by at least three-quarters of the votes cast at a duly called special meeting of members or investment shareholders or at a duly called annual meeting of members.(résolution spéciale)
“federation” means a cooperative with a membership composed substantially of other cooperatives.(fédération)
“patronage return” means an amount that a cooperative allocates among and credits or pays to its members or to its members and patrons who are non-members based on the business done by them with or through the cooperative.(ristourne)
“regulation” means a regulation made under this Act and, unless the context otherwise indicates, includes a rule.(règlement)
“rule” means a rule made under section 168.(règle)
“Tribunal” means the Tribunal as defined in the Financial and Consumer Services Commission Act.(Tribunal)
“worker cooperative” means a cooperative with a primary object of providing employment to its members.(coopérative de travailleurs)
The purpose of this Act is to set out the law applicable to persons that wish to organize, operate and carry on business on a cooperative basis.
This Act applies to cooperatives.
No cooperative shall carry on business as
(a) an insurer under the Insurance Act,
(b) a provincial company under the Loan and Trust Companies Act, or
(c) a credit union under the Credit Unions Act.
The Companies Act and the Fisheries Bargaining Act do not apply to cooperatives.
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.
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.
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).
Whether or not a cooperative has adopted a contract, the Court may, on the application of 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 in the name of or on behalf of the cooperative, and
(b) make any other order that the Court considers appropriate.
For the purposes of this Act, a cooperative is organized and operated, and carries on business, on a cooperative basis if
(a) membership in the cooperative is open, in a non-discriminatory manner, to persons who are willing and able to accept the responsibilities of membership,
(b) each member or delegate has only one vote,
(c) no member or delegate may vote by proxy,
(d) interest on any membership loan is limited to a maximum percentage fixed in the by-laws,
(e) dividends on any membership share are limited to the maximum percentage fixed in the by-laws,
(g) surplus funds arising from the cooperative’s operations are used
(i) to develop its business,
(ii) to provide or improve common services to members,
(iii) to provide for reserves or the payment of interest on membership loans or dividends on membership shares and investment shares,
(iv) for community welfare or the propagation of cooperative enterprises, or
(v) as a distribution as a patronage return among its members, and
(h) it educates its members, officers, employees and the public on the principles and techniques of cooperative enterprise.
Despite paragraph (1)(b), the articles of incorporation of a federation may provide that the members or delegates of the federation have more than one vote.
An application for the incorporation of a cooperative may be made to the Director by three or more persons, or by one or more cooperatives that intend to be members.
A person shall not apply for the incorporation of a cooperative if the person is
(a) an individual who is less than 19 years of age,
(b) an individual of unsound mind and has been so found by a court of competent jurisdiction, or
(c) an individual or a corporation that has the status of bankrupt.
An application for incorporation shall be accompanied by the fee prescribed by regulation and shall include the following:
(b) a notice of registered office, in a form provided by the Director;
(c) a notice of directors, in a form provided by the Director; and
(d) any information prescribed by regulation.
An applicant for incorporation shall
(a) file with the Director the articles referred to in paragraph (3)(a) and the notice referred to in paragraph (3)(b), and
(b) provide to the Director the notice referred to in paragraph (3)(c) and the information prescribed by regulation, if any, referred to in paragraph (3)(d).
At any time, the Director may request an applicant for incorporation to provide any further information or material and require verification, by affidavit or otherwise, of the authenticity, accuracy or completeness of any information or material then or previously submitted.
An applicant for incorporation shall provide the information or material and undertake the verification within the time period specified by the Director.
If an application for the incorporation of a cooperative meets the requirements of this Act and the regulations, the Director shall issue a certificate of incorporation.
Articles of incorporation of a cooperative shall be in a form provided by the Director and shall contain the following information:
(a) the name of the cooperative;
(b) the place in New Brunswick where the proposed registered office of the cooperative will be located;
(c) the name of each of the incorporators;
(d) the number of directors or the minimum and the maximum number of directors;
(e) any restriction on the business that the cooperative may carry on;
(f) a statement that the cooperative will be organized and operated and will carry on business on a cooperative basis;
(g) whether the cooperative is to be incorporated with or without membership share capital;
(h) if the cooperative is to have membership share capital,
(i) whether the number of membership shares to be issued is limited or unlimited,
(ii) if the number of membership shares is limited, the maximum number of membership shares that may be issued,
(iii) if the membership shares are to have a par value, the par value,
(iv) if the membership shares are without a par value, whether the membership shares are to be issued, purchased, redeemed or otherwise acquired at a fixed price and, if so, the fixed price, or at a price determined in accordance with a formula and, if so, the particulars of the formula;
(i) in the case of a cooperative with membership share capital, whether there is to be investment share capital and, if so,
(i) whether the number of investment shares to be issued is limited or unlimited,
(ii) if the number of investment shares is limited, the maximum number of investment shares that may be issued,
(iii) if the investment shares are to have a par value, the par value,
(iv) if the investment shares are without a par value, whether the investment shares are to be issued, purchased, redeemed or otherwise acquired at a fixed price and, if so, the fixed price, or at a price determined in accordance with a formula and, if so, the particulars of the formula,
(v) the preferences, rights, conditions, restrictions, limitations, and prohibitions attaching to the investment shares and, if there is to be more than one class, the designation of each class and the special preferences, rights, conditions, restrictions, limitations and prohibitions attaching to each class;
(j) any provisions for the distribution of the property of the cooperative on its dissolution and, in the case of a continuing housing cooperative, the provisions for that distribution of property in accordance with paragraph 115(1)(d); and
(k) any provision by which the members restrict, in whole or in part, the powers of the directors to administer the business and affairs of the cooperative.
The articles of incorporation may set out any provision that could be set out in the by-laws of a cooperative, and if set out, a reference in this Act to the by-laws of a cooperative is also a reference to the relevant provision of the articles of incorporation of a cooperative.
In addition to any other by-laws authorized or required to be made under this Act and subject to this Act, a cooperative may make by-laws respecting its internal organization and the conduct of its business.
The by-laws of a cooperative shall include provisions dealing with any matter required by regulation to be included.
Unless this Act or the regulations otherwise provide, a cooperative may make, amend, repeal or replace its by-laws only by an extraordinary resolution of the members of the cooperative.
The Regulations Act does not apply to by-laws made under this Act.
A cooperative shall have a registered office in the Province, to which all communications and notices can be addressed.
A cooperative shall file with the Director a notice of change of address of a registered office, in a form provided by the Director, within 15 days after the date of a change in the address of a registered office.
A cooperative may adopt a corporate seal that it may alter or change at pleasure.
No instrument or agreement executed on behalf of a cooperative by a director, an officer or an agent of the cooperative is invalid merely because a corporate seal is not affixed to the instrument or agreement.
Subject to this Act and the regulations, a cooperative has the capacity and the rights, powers and privileges of a natural person.
No cooperative may carry on any business contrary to a restriction set out in its articles of incorporation.
Subject to subsection (4), a cooperative shall make a by-law setting out restrictions on its power to borrow and to secure the payment of money and it may borrow and secure payment of money only in accordance with those restrictions.
The board of directors of a cooperative may establish terms and conditions on the borrowing and the securing of the payment of money of the cooperative.
The name of a cooperative shall include the word “Cooperative”, “Co-operative”, “Coop” or “Co-op” and shall have “Limited” or “Ltd.” as the last word in its name.
A cooperative may use another form of the word “Cooperative”, “Co-operative”, “Coop” or “Co-op” in its name with the approval of the Director.
Despite subsection (1), a cooperative may have a name consisting of a separated or combined French and English form and may be legally designated by either the French or English form of its name or both forms.
A cooperative shall not be incorporated or continued with, have, carry on business under or identify itself by a name that is prohibited by regulation, or reserved for another corporation.
If a cooperative does not comply with an order under subsection (1) within 60 days after it is served with a written copy of the order, the Director may issue a certificate of amendment revoking the name of the cooperative and assigning the cooperative a new name.
No person, association or organization carrying on business in the Province shall use the word “cooperative” or any abbreviation or derivative of that word as part of its name, or shall hold itself out as, or use as part of its name a word or abbreviation suggesting, indicating or implying that it is or is carrying on business as a cooperative unless it is
(a) incorporated or continued under this Act,
(b) incorporated by or under the Canada Cooperatives Act (Canada), or
(c) incorporated by or under an Act of the legislature of another province or territory that expressly authorizes the use of the word “cooperative”.
Subsection (1) does not apply to any person, association or organization that is exempted from that subsection by the Director.
If the Director grants an exemption under subsection (2), the Director may impose any terms and conditions on the exemption that the Director considers appropriate.
The Director may cancel an exemption granted under subsection (2).
A cooperative may carry on business under or identify itself by a name other than the name specified in its articles of incorporation if it has registered that name under the Partnerships and Business Names Registration Act and has notified the Director of that fact within the time prescribed by regulation.
A cooperative shall 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 provided to or filed with the Director under this Act.
Membership in a cooperative is governed by its by-laws unless this Act or the regulations provide otherwise.
No person may become a member of a cooperative unless
(a) the person applies for membership in accordance with the by-laws,
(b) the person satisfies the criteria for membership in the by-laws, and
(c) the person’s application is approved by the directors.
The directors of a cooperative may delegate the power to approve a membership to one or more members or officers of the cooperative.
Unless the by-laws of the cooperative provide otherwise, this section applies to the voluntary withdrawal of a member from membership in a cooperative.
A member may withdraw from membership in a cooperative by written notice to the cooperative.
A withdrawal is effective on the later of the date on which the cooperative receives the notice and the date specified in the notice.
The board of directors of a cooperative may, by resolution, terminate the membership of a member who has violated or failed to comply with the regulations or with the by-laws or a contract of the cooperative.
The board of directors shall provide a member with a notice of a termination of a membership containing the following information:
(a) the reasons for the termination;
(b) the effective date of the termination;
(c) a statement that the member is entitled to a payment in accordance with section 25;
(d) a statement that the member may request that the matter of the termination be considered at the next special or annual meeting of members of the cooperative
(i) at any time before the effective date of the termination, or
(ii) within seven days after receiving the notice, in the case of a continuing housing cooperative that, under section 117, has so provided in its by-laws;
(e) a statement that at a meeting referred to in paragraph (d) where the matter of a member’s termination is considered,
(i) the member shall have the opportunity to appear and make submissions either personally or by a representative,
(ii) a submission prepared by the member may be considered without the member appearing at the meeting,
(iii) the matter shall be submitted to a vote during the meeting, and
(iv) the result of the vote is final.
The effective date of a termination shall not be earlier than 30 days after a notice under subsection (2) is sent in accordance with the by-laws of the cooperative.
Subject to the regulations, the board of directors of a cooperative may, by resolution, terminate the membership of a member, if the member failed to transact any business with the cooperative for a period of two consecutive years.
Before terminating the membership of a member under this section, the cooperative shall have taken reasonable measures to contact the member.
The board of directors shall provide a member with a notice of a termination of a membership containing the following information:
(a) the reasons for the termination;
(b) the effective date of the termination;
(c) a statement that if the member transacts business with the cooperative before the effective date of the termination, the termination is not effective and the membership of the person is not terminated; and
(d) a statement that if the membership of the person is terminated, the person is entitled to a payment in accordance with section 25.
The effective date of a termination shall not be earlier than 30 days after a notice under subsection (3) is sent in accordance with the by-laws of the cooperative.
(a) redeem any investment shares held by the person that are redeemable at the price determined in accordance with section 39,
(b) redeem any membership shares held by the person at the price determined in accordance with section 40, and
(c) repay to the person
(i) subject to subsection (2), amounts held to the person’s credit together with any interest accrued on those amounts up to the date of the payment, and
(ii) any membership loan made by the person together with any interest accrued on the loan.
An outstanding loan held to a person’s credit is not payable for the purposes of subparagraph (1)(c)(i) unless the loan is payable on demand.
The board of directors of a cooperative shall not redeem any shares or make any payments under subsection (1) if, in its opinion, the redemption or payment would impair the financial stability of the cooperative.
Subject to the by-laws of the cooperative, two or more persons may hold a joint membership in a cooperative.
Subject to the by-laws of the cooperative, if a membership is jointly held, the membership may be held as a joint tenancy or a tenancy in common, but if the members do not specify to the cooperative how the membership is to be held, the membership is deemed to be held as a joint tenancy and the joint members are jointly and severally liable for all obligations imposed on or payable by members.
A joint membership may be withdrawn or varied if
(a) the holders of the joint membership submit to the cooperative an application signed by all of them asking to withdraw or vary the membership,
(b) any holder of the joint membership submits to the cooperative proof of an agreement signed by all the holders of the joint membership to withdraw or vary the membership, or
(c) proof of the death of a holder of the joint membership is submitted to the cooperative and, at that time, the surviving joint members hold the joint membership.
If permitted by the by-laws of the cooperative, on the proof of the death of a member, a cooperative shall transfer the deceased member’s membership shares.
A transfer under subsection (1) is valid only if it satisfies any conditions in the by-laws of the cooperative for the transfer of membership shares of deceased members.
If a deceased member’s membership shares are not transferred under subsection (1), the cooperative shall pay an amount of money equal to the value of the membership shares to a person entitled to receive the shares or to the deceased member’s estate if, in the opinion of the board of directors of the cooperative, the payment would not impair the financial stability of the cooperative.
The value of a membership share in a cooperative shall be determined in accordance with section 40.
Subject to subsection (2), a cooperative may adopt any class of membership set out in its by-laws.
If a cooperative has classes of membership, the by-laws shall also set out the terms and conditions attached to each class of membership.
The members and investment shareholders of a cooperative are not liable to the cooperative or to its creditors
(a) beyond the amount remaining unpaid on the shares a member or investment shareholder had committed to purchase, and
(b) beyond the amount due and unpaid with respect to the membership fees or the membership loan of a member.
A cooperative may be incorporated with or without membership shares.
Only a cooperative that issues membership shares may issue investment shares.
A cooperative with membership shares shall have only one class of membership shares, designated as such in its articles.
Membership shares may be issued only to members, each of whom shall hold the minimum number of membership shares prescribed by the by-laws of the cooperative.
The membership shares of a cooperative confer on their holders equal rights, including equal rights to
(a) receive dividends declared on membership shares, and
(b) receive the remaining property of the cooperative on dissolution, subject to the articles of the cooperative.
Subsection (3) does not apply to the holders of membership shares of continuing housing cooperatives.
The articles of a cooperative shall not include any preference, right, condition, restriction, limitation or prohibition on membership shares, except as provided under this Act.
Except for the transfer of a membership share of a deceased member under subsection 28(1), no allotment, assignment or transfer of a membership share is valid unless the proposed recipient of the membership share meets the criteria for membership in the cooperative.
The right to vote attaches to membership in accordance with section 51 and does not attach to a membership share.
Membership shares may be paid for in instalments at the times and in the manner provided in the by-laws of the cooperative.
Investment shares may be issued to members and to non-members of a cooperative, in accordance with its articles.
The articles of a cooperative may provide that no investment shares of any class may be issued unless the investment shares are first offered to the holders of investment shares of that class.
All of the membership shares of a cooperative shall be issued either with a par value or without a par value and, in the case of shares with a par value, the shares shall be issued at the par value price.
All of the investment shares in any one class of investment shares of a cooperative shall be issued either with a par value or without a par value and, in the case of shares with a par value, the shares shall be issued at the par value price.
The articles of a cooperative may be amended to
(a) subdivide all of its membership shares with a par value or a class of its investment shares with a par value into shares with a lesser par value,
(b) consolidate all of its membership shares with a par value or a class of its investment shares with a par value into shares of a greater par value,
(c) change its membership shares with a par value or a class of its investment shares with a par value into shares without a par value, and
(d) change its membership shares without a par value or a class of its investment shares without a par value into shares with a par value.
A cooperative shall not issue a membership share or an investment share until it is fully paid in money, or past service or any other thing that is not less in value than the fair equivalent of the money that the cooperative would have received if the share had been issued for money.
The board of directors of a cooperative shall determine whether the past service or other thing is not less in value than the fair equivalent of the money that the cooperative would receive if the share had been issued for money.
A cooperative with or without membership share capital may, by by-law, require membership loans from its members as a condition of membership or of continuing membership in the cooperative.
A cooperative that requires membership loans shall set out the terms and conditions of those loans in its by-laws, including fixing the maximum percentage of interest payable.
A membership loan required under subsection (1) shall not be repaid unless, in the opinion of the board of directors of the cooperative, the repayment would not impair the financial stability of the cooperative.
A cooperative may borrow money from its members apart from membership loans.
All money payable by a member to a cooperative shall be a debt due from the member to the cooperative and is recoverable as a debt.
Subject to subsection (3), a cooperative has a charge on the membership shares, the membership loan and all other amounts held to the person’s credit in respect of any debt due to the cooperative from that member or former member, and may set off any sum credited or payable to the member or former member in or toward payment of the debt.
A cooperative does not have a charge on an investment share of a holder unless the by-laws of the cooperative provide for it.
If the investment shares in a class of investment shares of a cooperative are without a par value, subject to subsection (3), the cooperative shall redeem any of the investment shares that are redeemable, at the fixed price set out in its articles or at the price determined in accordance with the formula set out in its articles.
If the investment shares in a class of investment shares of a cooperative are with a par value, the board of directors of the cooperative is authorized to redeem the shares that are redeemable at a price not exceeding the par value or book value, whichever is less.
Investment shares in a cooperative shall not be redeemed unless, in the opinion of the board of directors of the cooperative, the redemption would not impair the financial stability of the cooperative.
In the event of the termination or withdrawal of a person’s membership, the board of directors of a cooperative is authorized to redeem the membership shares
(a) at a price not exceeding the par value or book value, whichever is less, if the membership shares have a par value, or
(b) at a fixed price set out in the articles of the cooperative or at a price determined in accordance with the formula set out in the articles of the cooperative, if the membership shares are without a par value.
A member who wishes to dispose of membership shares shall first offer them to the cooperative through its board of directors.
Subject to any restrictions on redemptions in the by-laws of the cooperative, the board of directors may redeem membership shares held by a member at the price determined in accordance with section 40.
Membership shares in a cooperative shall not be redeemed under this section unless, in the opinion of the board of directors of the cooperative, the redemption would not impair the financial stability of the cooperative.
If, in the opinion of the board of directors of the cooperative, the membership share capital of a cooperative exceeds its current requirements, the board of directors may repurchase as many shares as the board considers necessary from shareholders who have membership shares in excess of the minimum number of membership shares set out in the by-laws of the cooperative.
Unless otherwise provided for in the by-laws of the cooperative, membership shares to be repurchased for the purpose of reducing membership share capital shall be purchased from amongst the members in the ratio that the membership shares held by each member bears to the total number of membership shares held by all the members.
The by-laws of a cooperative may require that the directors present a proposed distribution of a dividend to the members of the cooperative for approval by a vote held at a meeting of the members.
A cooperative shall maintain equity in accordance with the requirements prescribed by regulation.
A cooperative shall not pay dividends on membership shares or interest on membership loans at a rate exceeding the maximum percentage fixed in the by-laws of the cooperative.
The payment of dividends on investment shares is subject to subsection (1).
Subject to this Act, the regulations and its by-laws, in each fiscal year, the directors of a cooperative may allocate and credit or pay to the members, as a patronage return, all or part of the surplus arising from the business of the cooperative in proportion to the business done by each member with or through the cooperative in that same fiscal year.
The directors of a cooperative shall not allocate and credit or pay a patronage return under subsection (1) that would result in the equity in the cooperative not being maintained in accordance with the requirements prescribed by regulation.
The by-laws of a cooperative may require that the directors present a proposed patronage return to the members of the cooperative for approval by a vote held at a meeting of the members.
For the purposes of subsection (1), the directors of a cooperative shall calculate the business done by each member with or through the cooperative in a fiscal year by taking into account
(a) the quantity, quality, kind and value of things bought, sold, handled, marketed or dealt in by the cooperative,
(b) the services rendered
(i) by the cooperative on behalf of or to the member, and
(ii) by the member on behalf of or to the cooperative, and
(c) differences that are, in the opinion of the directors, appropriate for different classes, grades or qualities of things and services.
If permitted by the by-laws of the cooperative, a cooperative may allocate and credit or pay, as a patronage return, part of the surplus referred to in subsection (1) to patrons of the cooperative who are not members at the same or lesser rate than allocated and credited or paid to members.
The by-laws of a cooperative may establish an amount below which a patronage return is not payable to any person.
A cooperative may, by by-law, provide that all, or any part that the board of directors determines, of the patronage return of each member in respect of each fiscal year be applied to the purchase for the member of membership shares or investment shares in the cooperative.
A by-law under subsection (1) shall provide for the giving of notice to each member of the number of membership shares or investment shares purchased, or to be purchased, for the member, the manner of issuance of the shares, the payment for the shares out of the patronage returns of members and, if applicable, the issuance and forwarding of certificates or statements to members representing the shares issued.
No member is required to purchase membership shares or investment shares with a par value at a price in excess of their par value.
No member is required to purchase membership shares or investment shares without a par value at a price in excess of the price fixed by, or determined in accordance with a formula established by, the articles.
Despite subsection (1), no member is required to purchase membership shares or investment shares if the cooperative is insolvent.
A cooperative may, by by-law, provide that all, or any part that the board of directors determines, of the patronage return of each member in respect of each fiscal year be taken as a membership loan, on the terms and conditions set out in a by-law referred to in subsection 36(2).
A by-law referred to in subsection (1) shall provide for the giving of notice to each member of the amount of the membership loan taken out using all or part of a member’s patronage return and, if applicable, the issuance and forwarding of statements representing that amount to members.
A patronage return allocated under subsection 45(1) shall be applied as payment towards the amount remaining unpaid on the membership shares that a member has committed to purchase.
A patronage return allocated under subsection 45(1) shall be applied as payment towards the amount due and unpaid on a member’s membership loan.
If members of a cooperative are required by a marketing plan established under an Act of the Province or of Canada to sell or deliver goods or render services to or through a producer board, or marketing commission or agency, for the purpose of allocating and crediting or paying, as a patronage return, the surplus of the cooperative to its members in accordance with this Act, the members are deemed to have sold or delivered those goods or to have rendered those services to the cooperative.
A cooperative shall hold a first meeting of its members within four months after the date of its incorporation.
A cooperative shall hold an annual meeting of its members within four months after the end of its fiscal year.
A cooperative may hold a special meeting of its members at any time.
A cooperative shall hold a special meeting of its members if requested by the members in accordance with the regulations.
The agenda of a first meeting, an annual meeting or a special meeting of members, as the case may be, shall include any matter prescribed by regulation.
A meeting of the members of a cooperative shall be held at the place in the Province provided for in its by-laws or, in the absence of a provision in the by-laws, at any place in the Province that the board of directors determines.
A cooperative shall provide notice of a meeting to its members in accordance with the regulations.
If a quorum for a meeting of members, as set out in the by-laws of a cooperative, is not present at a meeting, the cooperative shall follow the procedures prescribed by regulation for adjournment or cancellation, as the case may be.
Subject to the by-laws of the cooperative, a person under 19 years of age may be admitted to membership in a cooperative and is entitled to vote in accordance with subsection (1).
Only one of the persons who hold a joint membership may vote at any meeting and the joint holders shall decide who exercises that vote, but if one of the persons is elected as a director then that person shall exercise the vote.
If the by-laws of a cooperative provide for the election or appointment of delegates to represent classes of members, the members who have so elected or appointed those delegates shall not exercise the power of membership at any annual or special meeting while the election or appointment remains in force and any reference in this Act to members is, with respect to the exercise of that power, to be read as a reference to delegates.
If the by-laws of a cooperative provide for the election of directors of the cooperative by members or delegates voting by regional group or other class, the directors who are elected by a regional group or other class are deemed to have been elected by all the members or delegates attending the meeting.
Except with respect to the matters set out in subsection (2), the right to vote does not attach to an investment share.
Investment shareholders have a right to vote on the following matters:
(a) an amendment to the articles of a cooperative that impacts the investment shares;
(b) the amalgamation of two or more cooperatives;
(c) an extraordinary disposition of property of a cooperative; and
(d) the liquidation and dissolution of a cooperative.
On a matter referred to in subsection (2), the holders of each class of investment shares shall vote as a class at a meeting held separately from a meeting of the members.
Each investment share entitles its holder to one vote on a matter referred to in subsection (2).
Subject to subsection (2), an investment shareholder may dissent if a cooperative resolves to
(a) amend its articles in a manner that adversely impacts the rights of an investment shareholder in respect of an investment share,
(b) amalgamate with another cooperative, or
(c) make an extraordinary disposition of property of the cooperative.
This section does not apply if there is an application made under section 151 with respect to a resolution referred to in paragraph (1)(a), (b) or (c).
At or before a meeting of the investment shareholders at which a resolution referred to in subsection (1) is to be voted on, a dissenting investment shareholder shall send to the cooperative a written objection to the resolution, unless the cooperative did not give notice to the investment shareholders of the purpose of the meeting and of the right to dissent.
An investment shareholder is deemed to have claimed under this section on behalf of all investment shares in a class held by the shareholder if the resolution is adopted.
Not later than ten days after a resolution referred to in subsection (1) is adopted by an extraordinary resolution of the members and by a separate extraordinary resolution of the investment shareholders made by each class of investment shareholders separately, the cooperative shall send to each dissenting investment shareholder notice that the resolution has been adopted.
Not later than 21 days after receiving a notice under subsection (5), or if no notice is received, not later than 21 days after learning that the resolution was adopted, a dissenting investment shareholder may send to the cooperative a written notice that contains
(a) the person’s name and address,
(b) the number of investment shares and the class or classes of the shares held, and
(c) a demand for payment of the value of all investment shares of each class held by the shareholder, the value being determined in accordance with
(i) the fixed price set out in the articles of the cooperative or the formula set out in the articles of the cooperative, if the investment shares in the class are without a par value, and
(ii) subsection 39(2), if the investment shares in the class are with a par value.
On the sending of a notice under subsection (6) by a dissenting investment shareholder, the dissenting investment shareholder’s rights as a shareholder, other than the right to be paid in accordance with subsection (6), are suspended.
The rights of the dissenting investment shareholder are reinstated as of the date of the notice referred to in subsection (6) if
(a) the dissenting investment shareholder withdraws the demand made under paragraph (6)(c) before the cooperative makes an offer under subsection (9),
(b) the cooperative fails to make an offer under subsection (9) and the dissenting investment shareholder withdraws the notice, or
(c) the directors revoke the resolution referred to in paragraph (1)(a), (b) or (c).
(a) a written offer to pay the amount determined in accordance with subsection (6) and a statement showing how the amount was calculated, or
(b) a statement that subsection (16) applies.
Every offer with respect to the same class of investment shares shall be on the same terms.
On an application under subsection (12) or (13), all dissenting investment shareholders whose shares have not been purchased are joined as parties and the cooperative shall notify them, advising each of them of the right to participate in, and the consequences of, the application, and no dissenting investment shareholder is required to give security for costs in the application.
A payment to a dissenting investment shareholder shall not be made under this section if, in the opinion of the board of directors of the cooperative, the payment would impair the financial stability of the cooperative.
If subsection (16) applies,
(a) a dissenting investment shareholder, not later than 30 days after the notice under subsection (17), may by notice to the cooperative withdraw the notice of demand, in which case the investment shareholder is reinstated as a shareholder, or
(b) if no notice is given to the cooperative under paragraph (a), the dissenting investment shareholder retains the status of a claimant to be paid as soon as the cooperative may lawfully do so or, in liquidation, is ranked subordinate to the rights of creditors of the cooperative but in priority to its members and investment shareholders.
Unless this Act or the regulations provide otherwise, at all meetings of a cooperative, matters for decision by members of the cooperative shall be decided by majority vote of those members present at the meeting.
Methods of voting at and participating in a meeting of a cooperative may be provided for in the by-laws of the cooperative, subject to the regulations.
A vote held at a meeting of a cooperative shall take place in accordance with the regulations and the by-laws of the cooperative.
A resolution passed outside of a meeting of members of a cooperative in accordance with the regulations is as valid as if it had been passed by a vote held at a meeting.
The following provisions apply with the necessary modifications to a meeting of investment shareholders:
(b) section 55; and
(c) section 56.
If the articles of a cooperative do not establish a quorum for a meeting of investment shareholders, the quorum shall be as set out in the regulations.
If a quorum for a meeting of investment shareholders is not present at any meeting of the investment shareholders, the shareholders shall follow the procedures prescribed by regulation for adjournment or cancellation, as the case may be.
A member of a cooperative may
(a) submit to the cooperative notice of any matter that the member proposes to raise at an annual meeting of members, and
(b) discuss at the meeting any matter in respect of which the member would have been entitled to submit a proposal.
Any member or director of a cooperative may submit a proposal to amend the articles of the cooperative within the time prescribed by regulation.
Any other person may submit a proposal to amend the articles of a cooperative within the time prescribed by regulation, if the person
(a) has been, for a period of at least six months before the date the proposal is submitted, the registered holder or the beneficial owner of at least one per cent of the total number of investment shares of the cooperative, or
(b) has the support of persons who, in the aggregate, and including or not including the person that submits the proposal, have been, for a period of at least six months before the date the proposal is made, the registered holders or the beneficial owners of at least one per cent of the total number of investment shares of the cooperative.
A proposal submitted by a person described in subsection (3) shall be accompanied by the following information:
(a) the person’s name, address and telephone number, and the person’s email address, if any;
(b) the names, addresses and telephone numbers of the person’s supporters, if applicable, and their email addresses, if any;
(c) the number of investment shares held or owned by the person and by the person’s supporters, if applicable, and the date the investment shares were acquired; and
(d) a written statement of support.
If requested by a cooperative within the time prescribed by regulation, a person who submits a proposal shall provide proof, within the time prescribed by regulation, that the person meets the requirements of subsection (3).
Subject to subsections (8), (9), (10) and (11), a proposal submitted for consideration at an annual meeting of members shall be attached to the notice of the meeting together with, if requested by the person making the proposal, the written statement of support referred to in paragraph 4(d) or a summary of that statement, and the name and address of the person making the proposal.
The proposal and statement or summary referred to in subsection (7) shall together not exceed 500 words.
A cooperative does not need to attach a proposal to a notice of an annual meeting of members if
(a) the proposal was not submitted to the cooperative within the time prescribed by regulation,
(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the cooperative or its directors, officers, members, creditors or investment shareholders,
(c) in the two-year period before the receipt of the proposal, the person who submitted the proposal failed to present at a meeting another proposal that had been attached by the cooperative to the notice of the meeting at the person’s request,
(d) substantially the same proposal was attached to a notice of a meeting relating to a meeting of the cooperative held in the two-year period before the receipt of the proposal and the proposal was defeated at the earlier meeting, or
A cooperative is not required to consider a proposal at an annual meeting of members if, up to and including the date of the meeting,
(a) a person described in subsection (3) fails to continue to hold or own the number of investment shares referred to in that subsection, or
(b) a person who submits a proposal as a member ceases to be a member.
For a period of two years after the date of an annual meeting referred to in subsection (10), a cooperative is not required to attach to a notice of an annual meeting a proposal submitted by a person described in paragraph (10)(a) or (b).
If a cooperative refuses to attach a proposal to a notice of an annual meeting, the cooperative shall, within the time prescribed by regulation after the day on which it receives the proposal or the day on which it receives the proof requested under subsection 58(6), as the case may be, notify in writing the person submitting the proposal of its refusal and of the reasons for the refusal.
On the application of a person submitting a proposal who claims to be aggrieved by a cooperative’s refusal under subsection (1), the Court may
(a) restrain the holding of the meeting at which the proposal is sought to be presented, and
(b) make any further order it considers appropriate including, if applicable, an order under subsection 151(3).
A cooperative or any person claiming to be aggrieved by a proposal may apply to the Court for an order permitting the cooperative to refuse to attach the proposal to a notice of a meeting, and the Court may make any order that it considers appropriate, including, if applicable, an order under subsection 151(3).
No cooperative or person acting on behalf of a cooperative incurs any liability by reason only of circulating a proposal or statement in accordance with section 58.
Subject to this Act and to the articles of a cooperative, the directors shall administer the business and affairs of the cooperative.
Subject to subsection (2), the articles of a cooperative shall set out
(a) the number of directors of the cooperative, or
(b) the minimum and the maximum number of directors of the cooperative.
A cooperative shall have at least three directors.
If provided for in the by-laws of a cooperative, up to one-third of the directors on the board of directors of a cooperative may be non-members of the cooperative.
In addition to the powers and duties set out in this Act and in the regulations, the by-laws of a cooperative may set out the powers and duties of the directors.
A person is not qualified to be a director if the person
(a) is not an individual,
(b) is less than 19 years of age,
(c) has been found by a court in Canada or elsewhere to be incapable of managing his or her affairs, or
(d) has the status of bankrupt.
A person is not qualified to be a director if the person has been convicted of an offence involving fraud or theft or conspiracy to commit an offence involving fraud or theft under the Criminal Code (Canada) or under the criminal law of a jurisdiction outside of Canada and less than three years have elapsed since
(a) the conviction has become final by reason of lapse of time or of having been confirmed by the highest court to which an appeal may be taken,
(b) a fine was imposed, or
(c) the term of imprisonment or probation imposed, if any, was concluded.
A person is not disqualified under subsection (3) if, in relation to the conviction, the person has been granted a pardon, or a record suspension has been ordered under the Criminal Records Act (Canada), and the pardon or record suspension, as the case may be, has not been revoked or ceased to have effect.
A person has two months after his or her election to the board of directors to meet any qualifications set out in the regulations or in the by-laws of the cooperative.
If a person has not complied with the requirements of subsection (5), the board of directors of the cooperative shall declare the person’s position to be vacant.
Every director of a cooperative, in exercising the powers and discharging the duties of a director, shall
(a) act honestly and in good faith with a view to the best interests of the cooperative, and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Every director of a cooperative shall comply with this Act and the regulations, and the articles and by-laws of the cooperative.
When a cooperative comes into existence, the individuals identified in a notice of directors referred to in paragraph 7(3)(c) have all the powers and duties of directors until the first meeting of the members.
A cooperative shall hold a first meeting of the board of directors in accordance with the regulations.
Any matters prescribed by regulation shall be dealt with at a meeting referred to in subsection (1).
The meetings of the board of directors of a cooperative shall be held in accordance with the regulations.
The quorum for a meeting of the board of directors of a cooperative shall be established by regulation.
A director of a cooperative may be removed from office in accordance with the regulations.
If a vacancy occurs in the board of directors of a cooperative, the vacancy may be filled by appointment by the remaining directors until the date of the next annual meeting of members or, if provided for in the by-laws, until another date.
An appointment made under subsection (6) is subject to any limit on the terms of office of directors prescribed by regulation.
A vacancy on the board of directors of a cooperative does not impair the board’s capacity to act so long as a quorum is maintained.
No act of the directors of a cooperative shall be invalid by reason only of a defect in the election of a director or the directors, or in the appointment of a director or the directors, as the case may be.
A cooperative shall provide the Director with a notice of change of directors in a form provided by the Director within 15 days after the date of a change of directors.
The powers of the directors to administer the business and affairs of a cooperative may be restricted, in whole or in part, by its articles and those powers may be vested in the members of the cooperative.
If the powers of the directors are restricted, in whole or in part, and vested in the members of a cooperative,
(a) the members who are given powers to administer the business and affairs of the cooperative
(i) have all the rights, powers, duties and liabilities of directors, whether they arise under this Act or otherwise, and
(ii) have any defences available to a director, and
(b) the directors are relieved of their rights, powers, duties and liabilities to the extent of the restriction.
The directors of a cooperative may, in the manner and on the terms authorized by the directors, delegate to a committee of two or more directors or to an officer of the cooperative the power to issue or redeem membership shares or investment shares.
Subject to subsection (1), the directors of a cooperative may delegate to a committee of two or more directors or to an officer of the cooperative any of the powers of the directors, except for the power to
(a) submit to members or investment shareholders matters required to be decided at a meeting of the members or investment shareholders,
(b) fill a vacancy among the directors or in the office of the auditor, and
(c) declare
(i) dividends on membership shares or investment shares,
(ii) interest on membership loans, or
(iii) patronage returns.
Directors who vote for or consent to a resolution authorizing the issue of a membership share or an investment share in exchange for a thing or service other than money are jointly and severally liable to the cooperative to make good any amount by which the thing or service received is less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution.
A director is not liable under subsection (1) if the director proves that he or she did not know and could not reasonably have known that the membership share or investment share was issued for a thing or service less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution.
Directors who vote for or consent to resolutions authorizing any of the following matters are jointly and severally liable to restore to the cooperative any amounts so distributed or paid and not otherwise recovered by the cooperative:
(a) a redemption or other acquisition of membership shares or investment shares or the repayment of membership loans contrary to this Act;
(b) a payment of a dividend, a patronage return or interest contrary to this Act;
(c) a payment of an indemnity contrary to this Act; or
(d) any other payment contrary to this Act.
A director who satisfies a judgment for a debt owed under this section is entitled to contribution from the other directors who were liable for the debt.
A director who is liable under subsection (3) may apply to the Court for an order to recover any money or property referred to in paragraphs (3)(a) to (d).
The Court may, on application under subsection (5), if it is satisfied that it is equitable to do so,
(a) order any person to pay or deliver to the director any money or property referred to in paragraphs (3)(a) to (d) that was paid or distributed to that person,
(b) order a cooperative to return or issue membership shares or investment shares to a person from whom the cooperative redeemed or otherwise acquired membership shares or investment shares,
(c) order any person to repay to the cooperative the amount of a membership loan that was repaid, or
(d) make any further order that it considers appropriate.
An action to enforce a liability imposed by this section shall not be commenced more than two years after the date of the resolution authorizing the action complained of.
A cooperative may indemnify an individual set out in subsection (2) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a claim, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved by reason of the individual’s association with the cooperative or entity.
A cooperative may indemnify an individual
(a) who is or was a director or officer of the cooperative,
(b) who, at the cooperative’s request, acts or acted as a director or officer of another entity, and
(c) who, at the cooperative’s request, acts or acted for another entity in a capacity similar to a director or officer.
A cooperative may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1).
A director, officer or other individual shall repay the money advanced if the individual did not fulfil the conditions in subsection (5), unless the members decide by resolution that the individual need not repay the money.
A cooperative shall not indemnify an individual under subsection (1) unless the individual
(a) acted honestly and in good faith with a view to the best interests of the cooperative, or, as the case may be, to the best interests of the entity for which the individual acted as director or officer or in a similar capacity at the cooperative’s request, and
(b) in the case of a criminal or administrative proceeding, had reasonable grounds for believing that the individual’s conduct was lawful.
An individual referred to in subsection (1) is entitled to indemnity from the cooperative for the costs, charges and expenses referred to in that subsection if the individual
(a) was not judged by the Court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, and
(b) fulfils the conditions in subsection (5).
A cooperative may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual by reason of being or having been a director or officer of the cooperative, having been a director or officer of another entity or having acted in a similar capacity, if the individual acts or acted in that capacity at the cooperative’s request.
A director or officer shall disclose to a cooperative the nature and extent of any interest that the director or officer has in a material contract or transaction, or a proposed material contract or transaction, with the cooperative, and any material change to that interest, if the director or officer
(a) is a party to the contract or transaction,
(b) is a director or officer, or an individual acting in a similar capacity, of a party to the contract or transaction, or
(c) has a material interest in a party to the contract or transaction.
This section does not require the disclosure of an interest in a contract or transaction that is available to and customarily entered into between the cooperative and its members, if the contract or transaction is on the same terms that are generally available to members.
The director or officer shall make a disclosure in writing to the cooperative or request to have it entered in the minutes of the meetings of the board of directors.
A director shall make a disclosure
(a) at the meeting of the board of directors at which the proposed contract or transaction is first considered,
(b) if the director was not interested in the proposed contract or transaction at the time of the meeting referred to in paragraph (a), at the first meeting after the director acquires an interest,
(c) if there is a material change in the director’s interest in the contract, transaction, proposed contract or proposed transaction, at the first meeting after the change,
(d) if the director becomes interested in a contract or transaction after it is made, at the first meeting after the director acquires an interest in it,
(e) if the director had an interest in the contract or transaction before becoming a director, at the first meeting after becoming a director, or
(f) if the contract or transaction is one that would, in the ordinary course of business, not require the approval of the directors, as soon as the director becomes aware of the contract or transaction.
An officer who is not a director shall make a disclosure
(a) immediately after becoming aware that a contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of the board of directors,
(b) if the officer acquires an interest in a contract or transaction after it is made, immediately after the officer acquires an interest in it,
(c) if there is a material change in the officer’s interest in a contract, transaction, proposed contract or proposed transaction, immediately after the change,
(d) if the officer had an interest in a contract or transaction before becoming an officer, immediately after becoming an officer, or
(e) if a contract or transaction is one that would, in the ordinary course of business, not require the approval of the directors, immediately after the officer becomes aware of the contract or transaction.
During the usual business hours of a cooperative, the members and investment shareholders of the cooperative may examine
(a) the portions of the minutes of meetings of the board of directors or of other documents that contain disclosures made under this section, and
(b) the general notice referred to in section 77.
A director who has an interest in a contract or transaction for which disclosure is required under section 75 shall not vote on any resolution to approve the contract or transaction.
Subsection (1) does not apply to
(a) a contract or transaction that relates primarily to a director’s remuneration as a director, officer, employee or agent of a cooperative or of one of its subsidiaries, or
(b) a contract for indemnity or insurance under section 74.
For the purposes of section 75, a general notice to directors declaring that a director or officer is a director or officer of an entity or acting in a similar capacity, or has a material interest in an entity, or that there has been a change in the nature of the director’s or officer’s interest in the entity, and that the director or officer is therefore to be regarded as interested in a contract or transaction made with that entity, as declared in the notice, is a sufficient disclosure of interest in the contract or transaction.
A contract or transaction for which disclosure is required under section 75 is not invalid, and a director or officer is not accountable to the cooperative, its members or its investment shareholders for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of the board of directors that considered the contract or transaction, if
(b) the directors approved the contract or transaction, and
(c) the contract or transaction was reasonable and fair to the cooperative when it was approved.
Even if the conditions set out in section 78 are not met, a contract or transaction for which disclosure is required under section 75 is not invalid, and a director or officer, acting honestly and in good faith, is not accountable to the cooperative, its members or its investment shareholders for any profit realized from the contract or transaction, because of the interest of the director or officer in the contract or transaction, if
(a) the contract or transaction is approved or confirmed by extraordinary resolution at a meeting of the members,
(b) disclosure of the interest was made to the members in a manner sufficient to indicate its nature and extent before the contract or transaction was approved or confirmed, and
(c) the contract or transaction was reasonable and fair to the cooperative when it was approved or confirmed.
If a director or officer of a cooperative fails to disclose an interest in a material contract or transaction in accordance with section 75, or otherwise fails to comply with sections 75 to 79, a Court may, on the application of the cooperative or a member or investment shareholder, set aside the contract or transaction on any terms that the Court considers appropriate or order that the director or officer account to the cooperative, its members or its investment shareholders for any profit realized from the contract or transaction.
Within 30 days after its annual meeting of members, a cooperative shall provide the Director with the following documents accompanied by the fee prescribed by regulation:
(a) an annual return in the form provided by the Director containing the information required by the Director;
(b) the audited financial statements of the cooperative or, in the case of a cooperative exempted by regulation from the requirement to audit its financial statements, the financial statements of the cooperative.
A cooperative is required to prepare financial statements, in accordance with any requirements prescribed by regulation, for each fiscal year.
The directors of a cooperative shall approve the financial statements and the approval is evidenced by the signature of one or more directors, or a facsimile of the signatures reproduced on the statements.
The directors shall present to the members the approved financial statements of the cooperative at every annual meeting of members and, if applicable, at any other time set out in the by-laws of the cooperative.
Only a person who is a member in good standing of the Chartered Professional Accountants of New Brunswick or an institute or association of accountants incorporated under an Act of the legislature of a province or territory is qualified to prepare a report referred to in subsection 82(4).
The members of a cooperative shall, by resolution, at the first meeting of members and at each subsequent annual meeting, appoint a person who satisfies the requirement set out in section 83 as an auditor to hold office until the close of the next annual meeting.
If an appointment of an auditor is not made at an annual meeting or if a vacancy occurs in the office of auditor, the directors of the cooperative shall appoint a person who satisfies the requirement set out in section 83 as an auditor to hold office until the close of the next annual meeting.
Despite subsection (1), if a cooperative meets the criteria prescribed by regulation to be exempted from appointing an auditor, its members may, by an extraordinary resolution passed at a special meeting duly called for that reason or at an annual meeting of members, resolve not to appoint an auditor.
An extraordinary resolution referred to in subsection (3) is valid only until the close of the next annual meeting of members.
An auditor of a cooperative shall have a right of access at all times to the records that the cooperative is required to prepare and maintain under section 125, and shall be entitled to require from the directors and officers or former directors and officers any documents and information necessary for the performance of the duties of the auditor.
An auditor of a cooperative is entitled to attend any annual or special meeting of the cooperative at which any accounts which have been examined or reported on by the auditor are to be laid before the cooperative and is entitled to make any statement or explanation with respect to the accounts.
The auditor of a cooperative shall make the examinations necessary to enable the auditor to prepare the report required by subsection 82(4) and shall also report any event, action or happening not in accordance with law to the cooperative and the Director.
The members of a cooperative may, by extraordinary resolution passed at a special meeting duly called for that purpose, remove an auditor before the expiration of the auditor’s term of office, and appoint another auditor for the remainder of that term of office.
Before calling a special meeting referred to in subsection (1), a cooperative shall, at least 15 days before providing notice of the meeting in accordance with the regulations, give to the auditor
(a) written notice of the intention to call the meeting, specifying the date on which notice of the meeting is proposed to be provided, and
(b) a copy of all material proposed to be sent to members in connection with the meeting.
At least three days before the date specified in paragraph (2)(a), an auditor who is subject to removal from office under this section is entitled to submit a written statement to the cooperative, giving the auditor’s reasons why the auditor opposes the proposed removal.
When a cooperative receives a statement under subsection (3), it shall ensure that a copy of it is sent to every person who is entitled to receive notice of the special meeting.
A cooperative shall send notice of a change in the office of auditor to the Director in a form provided by the Director within 40 days after
(a) the date of an extraordinary resolution resolving not to appoint an auditor,
(b) the date of an extraordinary resolution resolving to remove an auditor before the expiration of the auditor’s term of office and appointing another auditor, or
(c) the date the cooperative becomes aware of a vacancy in the office of an auditor.
No auditor shall wilfully fail to prepare a report on the financial statements of a cooperative as required by subsection 82(4).
Two or more cooperatives may amalgamate and continue as one cooperative.
Each cooperative proposing to amalgamate shall enter into an amalgamation agreement that contains:
(b) the name and address of each proposed director of the amalgamated cooperative;
(c) the manner in which the memberships, shares and membership loans of each amalgamating cooperative are to be converted into memberships, shares and membership loans of the amalgamated cooperative;
(d) if any share of an amalgamating cooperative is not to be converted into shares or securities of the amalgamated cooperative, the amount of money or number of securities of any other corporation that the holders of those shares are to receive in addition to or instead of shares or securities of the amalgamated cooperative;
(e) the manner of payment of money instead of the issue of fractional shares of the amalgamated cooperative or of any other corporation the securities of which are to be received in the amalgamation or instead of the creation of fractional membership loans of the amalgamated cooperative;
(f) whether the by-laws of the amalgamated cooperative are to be those of one of the amalgamating cooperatives, and if not, a copy of the proposed by-laws; and
(g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated cooperative.
A notice of meeting in accordance with the regulations shall be sent to all the members of each cooperative proposing to amalgamate and to their investment shareholders, if any, and shall
(a) include a copy or summary of the proposed amalgamation agreement,
(b) include a copy or summary of the resolution adopting the proposed amalgamation agreement, and
(c) state that a dissenting investment shareholder is entitled to dissent under section 53.
Failure to make a statement referred to in paragraph (3)(c) does not invalidate an amalgamation.
An amalgamation agreement may be adopted by an extraordinary resolution
(a) of the members of each cooperative proposing to be amalgamated, and
(b) if applicable, the investment shareholders of each cooperative proposing to be amalgamated.
An extraordinary resolution referred to in paragraph (5)(b) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.
An amalgamation agreement may provide that, at any time before the Director issues a certificate of amalgamation, the agreement may be terminated by the directors of any of the cooperatives proposing to amalgamate.
Subject to any termination under subsection (7), after an amalgamation agreement has been adopted, the amalgamating cooperatives shall file articles of amalgamation with the Director, in the form provided by the Director, containing the information required by the Director, together with the following declaration:
(a) that there are reasonable grounds to believe that
(i) each amalgamating cooperative is, and the amalgamated cooperative will be, able to pay its liabilities as they become due, and
(ii) the realizable value of the amalgamated cooperative’s assets will not be less than the total of its liabilities and stated capital of all classes, and
(b) that there are reasonable grounds to believe that
(i) no creditor will be prejudiced by the amalgamation, or
(ii) adequate notice has been given to all known creditors of the amalgamating cooperatives and no creditor objects to the amalgamation other than on grounds that are frivolous or vexatious.
For the purpose of subparagraph (8)(b)(ii), adequate notice is given if
(a) a notice in writing is sent to each known creditor who has a claim against any of the amalgamating cooperatives that exceeds $1,000,
(b) a notice in writing is published once in a publication generally available to the public in the place where each amalgamating cooperative has its registered office and reasonable steps have been taken to give notice in each province and territory of Canada where the cooperative carries on business, and
(c) each notice states that the cooperative intends to amalgamate with one or more specified cooperatives in accordance with this Act and that a creditor of the cooperative may object to the amalgamation not later than 30 days after the date of the notice.
The Director shall issue a certificate of amalgamation if the Director is satisfied that the articles of amalgamation and the declaration under subsection (8) meet the requirements of this Act and the regulations.
On the date set out in the certificate of amalgamation,
(a) the amalgamation of the amalgamating cooperatives and their continuance as one cooperative becomes effective,
(b) the property of each amalgamating cooperative continues to be the property of the amalgamated cooperative,
(c) the amalgamated cooperative continues to be liable for the obligations of each amalgamating cooperative,
(d) any existing cause of action, claim or liability to prosecution by or against an amalgamating cooperative is unaffected,
(e) a civil, criminal, administrative, investigative or other action or proceeding pending by or against an amalgamating cooperative may be continued to be prosecuted by or against the amalgamated cooperative,
(f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating cooperative may be enforced by or against the amalgamated cooperative, and
(g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated cooperative and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated cooperative.
A cooperative may amend its articles in accordance with this section.
A notice of meeting in accordance with the regulations shall be sent to all the members of the cooperative and, if the amendment impacts the investment shares of the cooperative, to its investment shareholders, and shall
(a) include a copy or summary of the proposed amendment,
(b) include a copy or summary of the resolution adopting the proposed amendment, and
(c) if applicable, state that a dissenting investment shareholder is entitled to dissent under section 53.
Failure to make a statement referred to in paragraph (2)(c) does not invalidate an amendment.
The articles of a cooperative may be amended by an extraordinary resolution
(a) of the members of the cooperative, and
(b) if the amendment impacts the investment shares of the cooperative, of the investment shareholders.
An extraordinary resolution referred to in paragraph (4)(b) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.
Despite subsection (1), articles of a cooperative containing a clerical error may be amended by a resolution of the directors of the cooperative or by a resolution of the members to correct the error.
The directors of a cooperative may, if authorized by the extraordinary resolutions referred to in subsection (4), revoke the resolutions before they are acted on without further approval of the members or investment shareholders.
Subject to any revocation under subsection (7), after an amendment has been adopted, a cooperative shall file articles of amendment with the Director, in the form provided by the Director, containing the information required by the Director.
A cooperative shall provide the Director with any additional information required by the Director to determine whether the requirements of this Act and the regulations for the issuance of a certificate of amendment have been met.
The Director shall issue a certificate of amendment to the cooperative if the Director
(a) is satisfied that the articles of amendment meet the requirements of this Act and the regulations, and
(b) is satisfied that the amendment is correcting a clerical error, in the case of an amendment under subsection (6).
An amendment to the articles is effective on the date set out in the certificate of amendment and the articles of the cooperative are amended accordingly.
A cooperative may, at any time, and shall, if required by the Director, restate the articles of the cooperative.
A cooperative shall file restated articles with the Director, in the form provided by the Director, containing the information required by the Director.
On receipt of restated articles, the Director shall issue a restated certificate to a cooperative.
Restated articles are effective on the date set out in a restated certificate.
A sale, lease or exchange of all or substantially all of the property of a cooperative, other than in the ordinary course of business, is considered an extraordinary disposition and requires the approval of the members of a cooperative and its investment shareholders, if any.
A notice of meeting in accordance with the regulations shall be sent to all the members of a cooperative and to its investment shareholders, if any, and shall
(a) include a copy or summary of the proposed agreement of sale, lease or exchange,
(b) include a copy or summary of the resolution that states
(i) that the cooperative is not an insolvent person or a bankrupt within the meaning of the Bankruptcy and Insolvency Act (Canada), and
(ii) the purpose of the extraordinary disposition of the cooperative’s property, including whether the purpose is the eventual voluntary liquidation and dissolution of the cooperative, and
(c) state that a dissenting investment shareholder is entitled to dissent under section 53.
Failure to make a statement referred to in paragraph (2)(c) does not invalidate an extraordinary disposition.
An extraordinary disposition is authorized when approved by an extraordinary resolution of the members of a cooperative and, if the cooperative has issued investment shares, by a separate extraordinary resolution of the investment shareholders made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.
The extraordinary resolutions referred to in subsection (4) may authorize the directors of the cooperative to fix any terms or conditions of a sale, lease or exchange.
The directors of a cooperative, if authorized by the members and the investment shareholders approving a proposed extraordinary disposition, and subject to the rights of third parties, may abandon an extraordinary disposition without further approval.
If authorized in accordance with subsection (4) to make an extraordinary disposition of a cooperative’s property, before undertaking the extraordinary disposition, the cooperative shall send a statement of intent to make an extraordinary disposition to the Director in the form provided by the Director, containing the information required by the Director.
On receiving a statement under subsection (7), the Director shall advise the cooperative whether the Director objects to the extraordinary disposition, and in the case of an objection, shall provide the cooperative with reasons.
If the Director objects to an extraordinary disposition under subsection (8), the cooperative shall not undertake the extraordinary disposition until the Director withdraws the objection.
Any proceedings taken under this Part to dissolve or to liquidate and dissolve a cooperative shall be stayed if at any time a cooperative becomes subject to or takes a proceeding under the Bankruptcy and Insolvency Act (Canada).
A cooperative that has no property and no liabilities may be dissolved by an extraordinary resolution of the members and, if the cooperative has issued investment shares, of the investment shareholders.
An extraordinary resolution of the investment shareholders referred to in subsection (1) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.
Subject to subsection (5), a cooperative that has property or liabilities or both may be dissolved by an extraordinary resolution of the members and, if the cooperative has issued investment shares, of the investment shareholders, if by the extraordinary resolution or resolutions the members and investment shareholders authorize the directors to cause the cooperative to distribute any property and discharge any liabilities, subject to its articles and by-laws.
An extraordinary resolution of investment shareholders referred to in subsection (3) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.
If authorized in accordance with subsection (3) to distribute its property and discharge its liabilities, before undertaking the distribution or the discharge, a cooperative shall send a statement of intent to dissolve to the Director, in the form provided by the Director, containing the information required by the Director.
The Director shall issue a certificate of intent to dissolve to a cooperative within 30 days after receiving a statement of intent to dissolve, unless the Director objects to the proposed dissolution, distribution of property or discharge of liabilities, in which case the Director shall advise the cooperative of the objection and provide the cooperative with reasons.
If the Director objects to a proposed dissolution, distribution of property or discharge of liabilities under subsection (6), the cooperative shall not undertake the dissolution, distribution of property or discharge of liabilities until the Director withdraws the objection.
On the issuance of a certificate of intent to dissolve, a cooperative shall distribute its property and discharge its liabilities but shall cease to carry on business except to the extent necessary for the dissolution.
The corporate existence of a cooperative that has been issued a certificate of intent to dissolve continues until the Director issues a certificate of dissolution.
If the requirements of section 95 have been met, a cooperative shall file articles of dissolution with the Director, in the form provided by the Director, containing the information required by the Director.
On receipt of articles of dissolution, the Director shall issue a certificate of dissolution to a cooperative.
A cooperative ceases to exist on the date set out in a certificate of dissolution.
A director or member of a cooperative may propose the voluntary liquidation and dissolution of a cooperative.
A proposal under subsection (1) shall include the terms of the proposed liquidation and dissolution.
A notice of meeting in accordance with the regulations shall be sent to all the members of a cooperative and to its investment shareholders, if any, and shall include a copy or summary of the proposal.
Subject to subsection (7), a cooperative may, subject to its articles and by-laws, be liquidated and dissolved by an extraordinary resolution of the members of the cooperative approving a proposal under subsection (1), and, if the cooperative has issued investment shares, by an extraordinary resolution of the investment shareholders approving the proposal.
An extraordinary resolution of the investment shareholders referred to in subsection (5) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.
If authorized to liquidate and dissolve in accordance with subsection (5), a cooperative shall send a statement of intent to dissolve to the Director in the form provided by the Director, containing the information required by the Director, before undertaking the liquidation and dissolution.
The Director shall issue a certificate of intent to dissolve to a cooperative within 30 days after receiving a statement of intent to dissolve, unless the Director objects to the proposed liquidation and dissolution, in which case the Director shall advise the cooperative of the objection and provide the cooperative with reasons.
If the Director objects to a proposed liquidation and dissolution under subsection (8), a cooperative shall not undertake the liquidation and dissolution until the Director withdraws the objection.
On the issuance of a certificate of intent to dissolve, a cooperative shall cease to carry on business except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution.
On the issuance of a certificate of intent to dissolve, a cooperative shall, without delay,
(a) cause notice to be sent to each known creditor of the cooperative,
(b) publish notice once a week for four consecutive weeks in a publication generally available to the public in the place where the cooperative has its registered office and take reasonable steps to give notice in each province and territory of Canada where the cooperative was carrying on business at the time it sent the statement of intent to dissolve to the Director,
(c) proceed to collect its property, to dispose of properties that are not to be distributed in kind to its members or investment shareholders, to discharge all its obligations and to do all other acts required to liquidate its business, and
(d) after giving the notices required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute, subject to its articles and by-laws, its remaining property, either in money or in kind, among its members and investment shareholders, if any, according to their respective rights.
The Director or any interested person may, at any time during the liquidation of a cooperative, apply to the Court for an order that the liquidation be continued under the supervision of the Court as provided in this Part, and the Court may so order and make any further order it considers appropriate.
An applicant under subsection (12), other than the Director, shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.
At any time after the issuance of a certificate of intent to dissolve and before the issuance of a certificate of dissolution, if the revocation is approved in the same manner as an extraordinary resolution referred to in subsection (5), a cooperative may send the Director a statement of revocation of intent to dissolve, in the form provided by the Director, containing the information required by the Director.
On receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve to a cooperative.
On the date set out in the certificate of revocation of intent to dissolve, the revocation is effective and a cooperative may again carry on its business or businesses.
If a certificate of intent to dissolve has not been revoked and a cooperative has complied with subsection (11), the cooperative shall prepare articles of dissolution.
A cooperative shall file articles of dissolution with the Director, in the form provided by the Director, containing the information required by the Director.
On receipt of articles of dissolution, the Director shall issue a certificate of dissolution to a cooperative.
A cooperative ceases to exist on the date set out in a certificate of dissolution.
(a) has not commenced business within three years after the date set out in its certificate of incorporation,
(b) has not carried on business for three consecutive years,
(c) is not organized, operating and carrying on business on a cooperative basis, or
(d) is not complying with this Act or the regulations including any default in sending to the Director any fee, notice or document required by this Act or the regulations.
The Director shall not dissolve a cooperative under this section unless the Director has
(a) sent notice of the decision to dissolve the cooperative to the cooperative at its registered office, and
(b) published notice of the decision to dissolve the cooperative in The Royal Gazette.
Publication in The Royal Gazette of the notice of the Director’s decision to dissolve a cooperative shall be deemed to be notice to the cooperative.
Sixty days after the notice of the Director’s decision to dissolve a cooperative is published in The Royal Gazette, the Director may dissolve the cooperative.
A cooperative ceases to exist on the date set out in a certificate of dissolution.
When a cooperative is dissolved by the Director under section 98, any interested person may apply to the Director to have the cooperative revived.
An applicant shall send articles of revival to the Director, in the form provided by the Director, containing the information required by the Director.
The Director shall issue a certificate of revival to the applicant on receipt of articles of revival, unless the Director objects to the proposed revival.
If the Director objects to a proposed revival, the Director shall provide the applicant with reasons.
Subject to subsection (6), a cooperative is revived on the date set out in a certificate of revival and the cooperative, subject to the rights acquired by any person after its dissolution, has all the rights and privileges and is liable for the obligations that it would have had if it had not been dissolved.
The Director may impose any terms on the issuance of a certificate of revival.
The Director or any interested person may apply to the Court for an order dissolving a cooperative if the cooperative has
(a) carried on business that it is restricted by its articles from carrying on,
(b) failed for two or more consecutive years to hold an annual meeting of members,
(c) failed to present the approved financial statements of the cooperative at an annual meeting of members,
(d) failed to prepare and maintain any records referred to in section 125,
(e) fewer than three members, or
(f) procured any certificate under this Act by misrepresentation.
An applicant under this section, other than the Director, shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.
On an application under this section or subsection 98(1), the Court may
(a) order that the cooperative be dissolved,
(b) order that the cooperative be liquidated and dissolved under the supervision of the Court, or
(c) make any other order it considers appropriate.
On receipt of an order under this section or section 101, the Director shall,
(a) if the order is to dissolve the cooperative, issue a certificate of dissolution to the cooperative, or
(b) if the order is to liquidate and dissolve the cooperative under the supervision of the Court, issue a certificate of intent to dissolve to the cooperative and publish notice of the order in The Royal Gazette.
A cooperative ceases to exist on the date set out in a certificate of dissolution.
The Court may order the liquidation and dissolution of a cooperative, on the application of a member or an investment shareholder,
(a) if the Court is satisfied that in respect of a cooperative
(i) any act or omission of the cooperative effects a result that is oppressive or unfairly prejudicial to or that unfairly disregards the interest of any member, investment shareholder, creditor, director or officer, or
(ii) the business or the affairs of the cooperative are or have been carried on or conducted in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interest of any member, investment shareholder, creditor, director or officer, and
(b) if the Court is satisfied that it is just and equitable that the cooperative should be liquidated and dissolved.
In connection with an application under this section, the Court may make any interim or final order it considers appropriate, including, without limitation, an order set out in subsection 151(3).
An application to the Court under subsection 97(12) shall state the reasons, verified by an affidavit of the applicant, why the Court should supervise the liquidation and dissolution of a cooperative.
If the Court makes an order applied for under subsection 97(12), the liquidation and dissolution of the cooperative shall continue under the supervision of the Court in accordance with this Act.
An application to the Court under subsection 101(1) shall state the reasons, verified by an affidavit of the applicant, why a cooperative should be liquidated and dissolved.
On an application under subsection 101(1), the Court may make an order requiring the cooperative and any person having an interest in the cooperative or a claim against it to show cause, at a time and place specified in the order, not less than four weeks after the date of the order, why the cooperative should not be liquidated and dissolved.
On an application under subsection 101(1), the Court may order the directors and officers of the cooperative to provide to the Court all material information known to or reasonably ascertainable by them, including
(a) the financial statements of the cooperative,
(b) the name and address of each member and investment shareholder of the cooperative, and
(c) the name and address of each creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the cooperative has a contract.
A copy of an order made under subsection (4) shall be
(a) published as directed in the order, at least once in each week before the time set for the hearing, in a publication generally available to the public in the place where the cooperative has its registered office, and
(b) served on the Director and on each person named in the order.
Publication and service of an order under this section shall be effected by the cooperative or by any other person, and in any manner, that the Court may order.
In connection with the dissolution or the liquidation and dissolution of a cooperative, the Court may, if it is satisfied that the cooperative is able to pay or adequately provide for the discharge of all its obligations, make any order it considers appropriate, including, without limitation,
(a) an order to liquidate,
(b) an order appointing a liquidator, with or without security, fixing the remuneration of or replacing a liquidator,
(c) an order determining the notice to be given to any interested person, or dispensing with notice to any person,
(d) an order determining the validity of any claims made against the cooperative,
(e) an order at any stage of the proceedings, restraining the directors and officers from
(i) exercising any of their powers, or
(ii) collecting or receiving any debt or other property of the cooperative, and from paying out or transferring any property of the cooperative, except as permitted by the Court,
(f) an order determining and enforcing the duty or liability of any director, officer, member or investment shareholder
(i) to the cooperative, or
(ii) for an obligation of the cooperative,
(g) an order approving the payment, satisfaction or compromise of claims against the cooperative and the retention of assets for those purposes, and determining the adequacy of provisions for the payment or discharge of obligations of the cooperative, whether liquidated, unliquidated, future or contingent,
(h) an order disposing of or destroying the documents and records of the cooperative,
(i) on the application of a creditor or the liquidator, an order giving directions on any matter arising in the liquidation,
(j) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on any terms that the Court considers appropriate and confirming any act of the liquidator,
(k) subject to subsection 108(2), an order approving any proposed interim or final distribution to members and investment shareholders, if any, in money or in property, according to their respective rights,
(l) an order disposing of any property belonging to creditors, members or investment shareholders who cannot be found,
(m) on the application of any director, officer, member, investment shareholder, creditor or the liquidator,
(i) an order staying the liquidation on any terms that the Court considers appropriate,
(ii) an order continuing or discontinuing the liquidation proceedings, or
(iii) an order to the liquidator to restore to the cooperative all its remaining property, and
(n) after the liquidator has rendered the final accounts to the Court, an order dissolving the cooperative.
The liquidation of a cooperative commences when the Court makes an order for the liquidation.
If the Court makes an order for the liquidation of a cooperative,
(a) the cooperative continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation, and
(b) the powers of the directors, officers, members and investment shareholders cease and vest in the liquidator, except as specifically authorized by the Court.
The liquidator may delegate any of the powers vested in the liquidator by paragraph (1)(b) to the directors, officers, members or investment shareholders of the cooperative.
When making an order for the liquidation of a cooperative or at any time after, the Court may appoint any person, including a director, an officer, a member or an investment shareholder or any other corporation, as liquidator of the cooperative.
When an order for the liquidation of a cooperative has been made and the office of liquidator is or becomes vacant, the property of the cooperative is under the control of the Court until another liquidator is appointed.
A liquidator of a cooperative shall
(a) without delay after being appointed give notice of the appointment to the Director and to each claimant and creditor known to the liquidator,
(b) without delay publish notice of the appointment in The Royal Gazette and in a publication generally available to the public, requiring any person
(i) indebted to the cooperative, to render an account and pay any amount owing to the liquidator at the time and place specified in the notice,
(ii) possessing property of the cooperative, to deliver it to the liquidator at the time and place specified in the notice, and
(iii) having a claim against the cooperative, whether liquidated, unliquidated, future or contingent, to present particulars of the claim in writing to the liquidator not later than two months after the publication of the notice,
(c) take the property of the cooperative into the liquidator’s custody and control,
(d) in the case of a continuing housing cooperative, in accordance with the regulations, dispose of personal property left in a housing unit of the cooperative by a member or former member after the member or former member has ceased to occupy the unit,
(e) open and maintain a trust account for the money of the cooperative,
(f) keep accounts of the money of the cooperative received and paid out by the liquidator,
(g) maintain separate lists of the members, investment shareholders, creditors and other persons having claims against the cooperative,
(h) if at any time the liquidator determines that the cooperative is unable to pay or adequately provide for the discharge of its obligations, apply to the Court for directions,
(i) deliver to the Court and to the Director, at least once in every 12-month period after the liquidator’s appointment or more often if the Court requires, financial statements in a form that the liquidator considers appropriate or that the Court requires, and
(j) after the final accounts are approved by the Court, distribute, subject to the articles and by-laws, any remaining property of the cooperative among the members and investment shareholders according to their respective rights.
A liquidator of a cooperative may
(a) retain lawyers, accountants, engineers, appraisers and other professional advisers,
(b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the cooperative,
(c) carry on the business of the cooperative that is required for an orderly liquidation,
(d) sell by public auction or private sale any property of the cooperative,
(e) do all acts and execute any documents in the name and on behalf of the cooperative,
(f) borrow money on the security of the property of the cooperative,
(g) settle or compromise any claims by or against the cooperative, and
(h) do all other things necessary for the liquidation of the cooperative and distribution of its property.
A liquidator is not liable if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on
(a) financial statements of the cooperative represented to the liquidator by an officer of the cooperative or in a written report of an auditor of the cooperative, if any, to reflect fairly the financial condition of the cooperative, or
(b) an opinion, a report or a statement of a lawyer, an accountant, an engineer, an appraiser or other professional adviser retained by the liquidator.
If a liquidator has reason to believe that any property of the cooperative is in the possession or under the control of a person or that anyone has concealed, withheld or misappropriated any property of the cooperative, the liquidator may apply to the Court for an order requiring the person to appear before the Court at the time and place specified in the order and to be examined.
If an examination referred to in subsection (3) discloses that a person has concealed, withheld or misappropriated property of a cooperative, the Court may order that person to restore it or pay compensation to the liquidator.
A liquidator shall pay the costs of liquidation out of the property of a cooperative and shall pay or make adequate provision for all claims against the cooperative.
Within one year after a liquidator’s appointment, and after paying or making adequate provision for all claims against a cooperative, the liquidator shall apply to the Court
(a) for approval of the final accounts of the liquidator and for an order permitting the distribution, subject to the articles and by-laws of the cooperative, in money or in kind, of the remaining property of the cooperative to its members and investment shareholders according to their respective rights, or
(b) for an extension of time, setting out the reasons for the extension.
If a liquidator fails to make the application required by subsection (2), a member or investment shareholder of the cooperative may apply to the Court for an order for the liquidator to show cause why a final accounting and distribution should not be made.
A liquidator shall give notice of the intention to make an application under subsection (2) to the Director, each member and investment shareholder and any person who provided a security bond for the liquidation, and the liquidator shall publish the notice in a publication generally available to the public or as otherwise directed by the Court.
If the Court approves the final accounts rendered by a liquidator, the Court shall make an order
(a) directing the Director to issue a certificate of dissolution,
(b) directing the custody or disposal of the documents and records of the cooperative, and
(c) subject to subsection (6), discharging the liquidator.
A liquidator shall send or deliver a certified copy of an order referred to in subsection (5) to the Director without delay.
On receipt of the order referred to in subsection (5), the Director shall issue a certificate of dissolution.
A cooperative ceases to exist on the date set out in a certificate of dissolution.
A member or investment shareholder may apply to the Court for an order requiring the distribution of the property of a cooperative to be in money, if, in the course of liquidation of the cooperative the members or investment shareholders resolve or the liquidator proposes to
(a) exchange all or substantially all of the property of the cooperative for securities of another corporation that are to be distributed to the members and investment shareholders, or
(b) distribute all or part of the property of the cooperative to the members and investment shareholders in kind.
On an application under subsection (1), the Court may order
(a) all the property of the cooperative to be converted into and distributed in money, or
(b) the claims of any member or investment shareholder applying under this section to be satisfied by a distribution in money or in the manner that the Court directs.
A person who has been granted custody of the documents and records of a dissolved cooperative remains liable to produce those documents and records for five years after the date of the cooperative’s dissolution or until the expiry of any shorter period ordered by the Court.
In this section, “member” and “investment shareholder” include the heirs and personal representatives of a member and of an investment shareholder.
Despite the dissolution of a cooperative under this Act,
(a) a civil, criminal or administrative action or proceeding commenced by or against the cooperative before its dissolution may be continued as if the cooperative had not been dissolved,
(b) a civil, criminal or administrative action or proceeding may be brought against the cooperative within two years after its dissolution as if the cooperative had not been dissolved, and
(c) any property that would have been available to satisfy any judgment or order if the cooperative had not been dissolved remains available for that purpose.
Service of a document on a cooperative after its dissolution may be effected by serving the document on a person shown in the last notice of directors or notice of change of directors, as the case may be, provided to the Director.
Despite the dissolution of a cooperative, a member or investment shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that member or investment shareholder on the distribution, and an action to enforce the liability may be brought within two years after the date of the dissolution of the cooperative.
A Court may order an action referred to in subsection (4) to be brought against the persons who were members or investment shareholders as a class, subject to any conditions that the Court considers appropriate and, if the plaintiff establishes the claim, the Court may refer the proceedings to an officer of the Court who may
(a) add as a party to the proceedings each person found by the plaintiff who was a member or investment shareholder,
(b) determine, subject to subsection (4), the amount that each person who was a member or investment shareholder shall contribute towards satisfaction of the plaintiff’s claim, and
(c) direct payment of the amounts so determined.
2019, c.29, s.34
On the dissolution of a cooperative, the portion of the property distributable to a creditor, member or investment shareholder who cannot be found shall be either converted into money and paid to the Minister of Finance and Treasury Board or transferred, delivered or conveyed to the Crown in right of the Province.
A payment under subsection (1) shall be deemed to be in satisfaction of a debt or claim of the creditor, member or investment shareholder.
If at any time a person establishes that he or she is entitled to any money paid to the Minister of Finance and Treasury Board under this section, the Minister of Finance and Treasury Board shall pay an equivalent amount to the person out of the Consolidated Fund.
(a) an amount equal to any money received by the Crown under subsection (1), and
(b) if property other than money vested in the Crown under subsection (1) and that property has been disposed of, an amount equal to the lesser of
(i) the value of the property at the date it vested in the Crown, and
(ii) the amount realized by the Crown from the disposition of that property.
In addition to the requirements of this Part, the articles of a continuing housing cooperative shall specify that it is a continuing housing cooperative.
The articles of a continuing housing cooperative shall include the following restrictions:
(a) if it is to have membership shares or investment shares, it may only issue the membership shares and the investment shares with a par value;
(b) subject to subsection 123(2), its business shall be carried on without the purpose of gain for its members;
(c) its business shall be carried on primarily for the purpose of providing housing to its members; and
(d) on its dissolution, and after the payment of its liabilities, its remaining property is to be transferred to or distributed among one or more continuing housing cooperatives or any other entity prescribed by regulation.
A continuing housing cooperative shall not amend its articles to convert to a cooperative to which the restrictions referred to in subsection (1) do not apply.
The by-laws of a continuing housing cooperative shall include the following:
(a) any obligation of a member to pay housing charges of the cooperative and the manner in which the housing charges are to be determined;
(b) a provision for the establishment of occupancy requirements of a housing unit of the cooperative;
(c) a provision for the establishment of approval requirements of a budget of the cooperative; and
(d) provisions dealing with any other matter prescribed by regulation.
The by-laws of a continuing housing cooperative may provide that a member may make a request that the termination of his or her membership be considered at the next special or annual meeting of members of the cooperative only within seven days after receiving the notice of termination.
A continuing housing cooperative shall not take the property of a member of the cooperative to satisfy amounts due to the cooperative except by consent or by legal proceedings.
Subject to the regulations, a continuing housing cooperative may include provisions in its by-laws allowing it to remove and store or dispose of personal property of a member or former member that is left in a housing unit of the cooperative after the member or former member ceases to occupy the housing unit without having made arrangements satisfactory to the cooperative for the prompt removal of the property.
A continuing housing cooperative is entitled to compensation for the following:
(a) occupation of a housing unit by a member after the membership of that member has been terminated;
(b) unpaid housing charges and unpaid utilities charges;
(c) damages to a housing unit of a member; and
(d) costs associated with obtaining vacant possession of a housing unit, including legal costs.
If a continuing housing cooperative has accepted compensation under subsection (1), the acceptance does not operate as a waiver of any right of the cooperative to terminate the membership of a member or to take possession of a housing unit.
A continuing housing cooperative shall obtain an order of possession under section 121 in order to regain possession of a housing unit of a member unless the housing unit is vacant.
After a person’s membership and occupancy rights are terminated or if there is no member occupying a housing unit, the continuing housing cooperative may apply to the Court for an order under subsection (2).
On an application under this section, the Court may make an order
(a) declaring that the person’s membership and occupancy rights are terminated or that there is no member occupying the housing unit, as the case may be,
(b) directing that an order of possession be issued,
(d) for costs, and
(e) in respect of any other matter that the Court considers appropriate.
An application for an order of possession shall be served on the respondent at least four days before the date of the hearing of the application, and the application shall contain
(a) a statement respecting the procedures for disputing the application, and
(b) a summary of the order requested if the application is not disputed.
A continuing housing cooperative shall not
(a) withhold the reasonable supply of any vital services, such as heat, fuel, electricity, gas, water, food or other vital service, that it is the cooperative’s obligation to supply, or deliberately interfere with the supply of any vital service whether or not it is the cooperative’s obligation to supply the service, during the occupation of a housing unit and until the date on which an order of possession under section 121 is made; or
(b) substantially interfere with the reasonable enjoyment of a housing unit for all usual purposes by a member or former member or by persons in the household of the member or former member with intent to cause the member or former member to give up possession of the premises or to refrain from asserting any of the rights provided by this Act or provided by the by-laws of the cooperative.
Subject to subsection (2), but despite any other provision of this Act, a continuing housing cooperative shall not distribute or pay any of its assets to a member.
A continuing housing cooperative may pay a member
(a) interest on the member’s membership loan, limited to the maximum percentage fixed in its by-laws,
(b) a sum equal to the member’s investment in membership shares, investment shares and a membership loan if the member withdraws from the cooperative, or the member’s membership is terminated,
(c) a sum equal to the member’s investment in membership shares, investment shares and a membership loan if the cooperative is dissolved, and
(d) a reasonable amount for property or services provided by the member to the cooperative.
A payment referred to in paragraph (2)(a) or (b)
(a) is subject to
(i) section 25, and
(ii) subsection 44(1), and
(b) shall not be made unless, in the opinion of the board of directors of the continuing housing cooperative, the payment would not impair the financial stability of the cooperative.
No person may pay or accept compensation for the withdrawal from membership of a member of a continuing housing cooperative or for any person giving up possession of a housing unit of the cooperative, except as is provided in subsection (2).
No person may pay or accept, in connection with the allocation or use of a housing unit of a continuing housing cooperative, compensation that exceeds the housing charges for the housing unit determined in accordance with the by-laws.
No person may pay or accept, in connection with the allocation or use of a part of a housing unit of a continuing housing cooperative, compensation that exceeds the amount that, having regard to the portion of the housing unit, would be a reasonable share of the housing charges for the housing unit determined in accordance with the by-laws.
The by-laws of a worker cooperative shall include the following:
(a) the conditions of membership in the cooperative;
(b) subject to the regulations, the minimum percentage of permanent employees who are required to be members of the cooperative;
(c) any probationary periods for members of the cooperative;
(d) the allocation of sub-contractual work to non-members; and
(e) any additional information prescribed by regulation.
Subject to subsection (4), a cooperative shall prepare and maintain the following records at its registered office or at any other place in the Province designated by the directors:
(a) the cooperative’s articles and by-laws;
(b) the minutes of meetings and the resolutions of the members and investment shareholders;
(c) a copy of the notice of directors and copies of all 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 membership loans;
(e) a list of its investment shareholders, setting out their names and addresses and the number of investment shares owned; and
(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.
In addition to the records specified in subsection (1), a cooperative shall prepare and maintain adequate
(a) accounting records, and
(b) records containing minutes of meetings and resolutions of the board of directors and of any committee of directors.
A cooperative shall retain accounting records for a period of six years after the end of the fiscal year to which they relate.
A cooperative shall maintain its records at a safe location and in a durable form.
A cooperative shall deliver to the Director, or to any other employee of the Commission, at any time that the Director or the employee requires,
(a) any of the records that are required to be prepared and maintained by the cooperative under this Act or the regulations, and
(b) any filings, reports or other communications made to any other regulatory authority empowered by the laws of a jurisdiction to regulate the activities of cooperatives.
The records of a cooperative referred to in section 125 shall be open for inspection by its directors at any reasonable time.
Members, investment shareholders and creditors of a cooperative and their personal representatives may examine the records referred to in paragraphs 125(1)(a), (b) and (f) during the usual business hours of the cooperative and may take extracts from the records, free of charge, or have copies of them made after payment of a reasonable fee.
Members and investment shareholders may request that a cooperative provide them with a list of members or investment shareholders, not later than ten days after the cooperative receives the written statement referred to in subsection (3) and after payment of a reasonable fee.
A member or investment shareholder may advise a cooperative in writing that their name is not to be included in a list prepared by the cooperative under subsection (1), in which case the cooperative shall not include that name in the list but shall specify that the list is incomplete.
A request under subsection (1) shall be accompanied by a written statement containing
(a) the name and address of the applicant, and
(b) an undertaking that the list of members or investment shareholders will not be used except as permitted by subsection (5).
A list shall set out in alphabetical order the names and addresses of the members or investment shareholders as of a date not more than ten days before the date of the receipt of the request under subsection (1).
A list shall not be used by any person except in connection with
(a) an effort to influence voting at a meeting of the cooperative, and
(b) any other matter relating to the affairs of the cooperative.
A member or an investment shareholder of a cooperative may request that the cooperative issue a statement of the number of membership shares held or the number of investment shares held by the member or investment shareholder, as the case may be, after payment of a reasonable fee.
The Commission may appoint in writing a person as a compliance officer for the purpose of ensuring compliance with this Act and the regulations.
The Commission shall issue to every compliance officer a certificate of appointment and every compliance officer, in the execution of the compliance officer’s duties under this Act or the regulations, shall produce the certificate of appointment on request.
For the purpose of determining whether this Act and the regulations are being complied with, a compliance officer, in carrying out a compliance review, may
(a) enter the premises of any cooperative during normal business hours,
(b) require a cooperative or an officer or employee of a cooperative to produce for inspection, examination, audit or copying any records or documents relating to the business of the cooperative,
(c) inspect, examine, audit or copy the records and documents relating to the business of a cooperative, and
(d) question a director, officer or employee of a cooperative in relation to the business of the cooperative.
In carrying out a compliance review, a compliance officer may
(a) use a data-processing system at the premises where the records and documents are kept,
(b) reproduce any record or document, and
(c) use any copying equipment at the premises where the records and documents are kept to make copies of a record.
A compliance officer may carry out a compliance review within or outside the Province.
A compliance officer shall not enter a private dwelling under subsection (1) unless the compliance officer has the consent of the occupier or has obtained an entry warrant under the Entry Warrants Act.
Before or after attempting to enter or to have access to any premises, a compliance officer may apply for an entry warrant under the Entry Warrants Act.
A compliance officer who removes records or documents to make a copy or extract of them or any part of them shall give a receipt to the occupier for the records or documents so removed and return the records or documents as soon as possible after the making of copies or extracts.
A copy or extract of any record or document related to a compliance review and purporting to be certified by a compliance officer is admissible in evidence in any action, proceeding or prosecution as proof, in the absence of evidence to the contrary, of the original without proof of the appointment, authority or signature of the person purporting to have certified the copy or extract.
No person shall obstruct or interfere with a compliance officer who is carrying out or attempting to carry out a compliance review under this Part, or withhold, destroy, conceal, alter or refuse to produce any information or thing reasonably required by a compliance officer for the purposes of the compliance review.
A refusal of consent to enter a private dwelling is not and shall not be considered to be obstructing or interfering with a compliance officer within the meaning of subsection (1), except where an entry warrant has been obtained.
No person shall knowingly make a false or misleading statement, either orally or in writing, to a compliance officer while the compliance officer is engaged in carrying out his or her duties under this Act or the regulations.
The Commission may, in circumstances prescribed by regulation, require a cooperative in respect of which a compliance review was carried out to pay the Commission any fee prescribed by regulation and to reimburse the Commission for any expenses prescribed by regulation.
The Director may make an order under subsection (2)
(a) for the administration of this Act or the regulations, or
(b) to assist in the administration of similar legislation of another jurisdiction.
By an order applicable generally or to one or more persons named or otherwise described in the order, the Director may require any of the following persons to provide information or to produce records or documents or classes of records or documents specified or otherwise described in the order within the time or at the intervals specified in the order:
(a) a cooperative;
(b) a former director or officer of a cooperative that has been dissolved;
(c) an entity that is not a cooperative but that is, or the Director has reason to suspect is, holding itself out as a cooperative.
The Director may require that the authenticity, accuracy or completeness of information provided or of a record or document or a class of records or documents produced pursuant to an order made under subsection (2) be verified by affidavit.
The Director may require that the information that is provided or that the records or documents or classes of records or documents produced pursuant to an order made under subsection (2) be delivered in electronic form, if the information or the records or documents or classes of records or documents are already available in that form.
The Commission may, by order, appoint a person as an investigator to make any investigation that the Commission considers expedient
(a) for the administration of this Act or the regulations, or
(b) to assist in the administration of similar legislation of another jurisdiction.
In its order, the Commission shall specify the scope of an investigation to be carried out under subsection (1).
An investigator may, with respect to a cooperative or other person that is the subject of an investigation, investigate, inspect and examine
(a) the business or affairs of that cooperative or other person,
(b) any records, documents or communications connected with that cooperative or other person, and
(c) any property or assets owned, acquired or disposed of, in whole or in part, by that cooperative or other person or by a person acting on behalf of or as agent for that cooperative or other person.
For the purposes of an investigation under this Part, an investigator may inspect and examine any record, document or thing, whether in possession or control of the cooperative or other person in respect of which the investigation is ordered.
An investigator making an investigation under this Part may, on production of the order appointing the inspector,
(a) enter the business premises of any cooperative or other person named in the order during normal business hours and inspect and examine any record, document or thing that is used in the business of that cooperative or other person and that relates to the order,
(b) require the production of any record, document or thing referred to in paragraph (a) for inspection or examination, and
An inspection or examination under this section shall be completed as soon as possible and the records, documents or things shall be returned promptly to the cooperative or to the other person that produced them.
No cooperative or other person shall withhold, destroy, conceal, alter or refuse to give any information or withhold, destroy, conceal, alter or refuse to produce any record, document or thing reasonably required under subsection (3) by an investigator.
An investigator making an investigation under this Part has the same power to summon and enforce the attendance of witnesses, to compel witnesses to give evidence under oath or in any other manner and to compel witnesses to produce records, documents and things or classes of records, documents and things as the Court has for the trial of civil actions.
On the application of an investigator to the Court, the failure or refusal of a person to attend, to take an oath, to answer questions or to produce records, documents and things or classes of records, documents and things in the custody, possession or control of the person makes the person liable to be committed for contempt as if in breach of an order or judgment of the Court.
A person giving evidence in an investigation conducted under this section may be represented by legal counsel.
Testimony given by a person under this section shall not be admitted into evidence against that person in any prosecution other than for perjury in the giving of that testimony or the giving of evidence contradictory to that testimony.
Every investigator, in carrying out the investigator’s duties under this Act and the regulations, is a person employed for the preservation and maintenance of the public peace and has and may exercise all the powers, authorities and immunities of a peace officer as defined in the Criminal Code (Canada).
On request to an investigator by a cooperative or other person that, at the time of a seizure, was in lawful possession of records, documents or things seized under this Part, the records, documents or things seized shall, at a time and place mutually convenient to the cooperative or other person and the investigator, be made available for consultation and copying by the cooperative or other person.
If records, documents or things are seized under this Part and the matter for which the records, documents or things were seized is concluded, the investigator shall return those records, documents or things to the cooperative or other person that was in lawful possession of them at the time of the seizure within 60 days after the day that the matter is concluded.
If records, documents or things are seized under this Part and the cooperative or other person that was in lawful possession of the records, documents or things at the time of the seizure alleges that the records, documents or things are not relevant in respect of the matter for which they were seized, that cooperative or other person may apply by notice of motion to the Court for the return of the records, documents or things.
On a motion under subsection (3), the Court shall order the return of any records, documents or things that it determines are not relevant to the matter for which they were seized to the cooperative or other person that was in lawful possession of the records, documents or things at the time of the seizure.
If an investigation has been made under this Part, the investigator shall, at the request of the Commission, provide a report of the investigation to the Commission or any transcripts of evidence or any material or other things in the investigator’s possession relating to the investigation.
A report that is provided to the Commission under this section is privileged and is inadmissible in evidence in any action or proceeding.
For the purpose of protecting the integrity of an investigation under this Part, the Commission may make an order that applies for the duration of the investigation, prohibiting a person from disclosing to any person other than the person’s lawyer the following information:
(a) the fact that an investigation is being conducted;
(b) the name of any person examined or sought to be examined;
(c) the nature or content of any questions asked;
(d) the nature or content of any demands for the production of any record, document or thing; or
(e) the fact that any record, document or thing was produced.
An order under subsection (1) does not apply to disclosures of information authorized by the regulations or by the Director in writing.
An investigator making an investigation under this Part may disclose any information or authorize the disclosure of any information that may be required for the effectual conduct of the investigation.
None of the following persons are compellable to give evidence in any court or in any proceeding of a judicial nature concerning any information that comes to the knowledge of the person in the exercise of the powers or performance of the duties of that person in relation to an investigation under this Part:
(a) an investigator;
(b) the Commission;
(c) a member of the Commission;
(d) an employee of the Commission;
(e) a member of the Tribunal; and
(f) a person engaged by the Commission under section 18 of the Financial and Consumer Services Commission Act.
A person who does any of the following commits an offence, and is liable on conviction, for each offence, if an individual, to a fine of not more than $50,000 or to imprisonment for a term of not more than one year, or to both, and if a person other than an individual, to a fine of not more than $250,000:
(a) makes a statement in any information or material submitted, provided, produced, delivered, given to or filed with the Commission, the Director, a compliance officer, an investigator or any person acting under the authority of the Commission or the Director that is misleading or untrue, or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(b) makes a statement in any information or material required to be submitted, provided, produced, delivered, given or filed under this Act or the regulations that is misleading or untrue, or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(c) makes a statement in any advertising or in any similar material prepared or used by the cooperative relating to an activity governed by this Act or the regulations or in any information or material submitted, provided, produced, delivered or given to members or investment shareholders, including but not limited to information relating to members’ or investment shareholders’ benefits and responsibilities, that is misleading or untrue, or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(d) fails or refuses to submit or provide any information or thing that the Director requires in the form that the Director requires;
(e) withholds, destroys, conceals, alters or refuses to produce any information or thing reasonably required for the purposes of an administrative proceeding under this Act or the regulations;
(f) violates or fails to comply with a provision of this Act that is listed in Schedule A;
(g) violates or fails to comply with a decision, ruling, order, temporary order or direction of the Commission, the Director or the Tribunal made or given under this Act or the regulations;
(h) violates or fails to comply with a written undertaking made by that person to the Commission, the Director or the Tribunal under this Act or the regulations; or
(i) violates or fails to comply with any provision of the regulations.
Without limiting the availability of other defences, no person commits an offence under paragraph (1)(a), (b) or (c) if
(a) the person did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made, and
(b) on becoming aware that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading, the person notified the Commission.
If the Director is of the opinion that a person has made a statement referred to in paragraph (1)(c), the Director may order the person to stop preparing or using the advertising or similar material, or stop submitting, providing, producing, delivering or giving the information or material immediately, as the case may be.
2023, c.2, s.170
On the application of the Commission, the Tribunal may make one or more of the following orders if the Tribunal considers it expedient for the administration of this Act or the regulations or to assist in the administration of similar legislation of another jurisdiction:
(a) an order directing a person having on deposit or under control or for safekeeping any funds, securities or property to retain the funds, securities or property and to hold them;
(b) an order directing a person to refrain from withdrawing the person’s funds, securities or property from any other person having any of them on deposit or under control or for safekeeping; and
(c) an order directing a person to hold all funds, securities or property of clients or others in the person’s possession or control in trust for any interim receiver, custodian, trustee, receiver, receiver-manager or liquidator appointed under the Business Corporations Act, the Companies Act, the Judicature Act, this Act, the Bankruptcy and Insolvency Act (Canada), the Winding-up and Restructuring Act (Canada) or any other Act of the Province or of Canada.
An order under subsection (1) that names a financial institution shall apply only to the branches of the financial institution identified in the order.
An order under subsection (1) is effective for seven days after its making, but the Commission may apply to the Court to continue the order or for any other order that the Court considers appropriate.
An order under subsection (1) may be made ex parte but, in that event, copies of the order shall be sent without delay by any means that the Tribunal determines to all persons named in the order.
A person in receipt of an order under subsection (1) who is in doubt as to the application of the order to any funds, securities or property or as to a claim being made to that person by any person not named in the order may apply to the Tribunal for direction or clarification.
The Tribunal, on the application of the Commission or of a person directly affected by the order, may revoke an order under subsection (1) or permit the release of any funds, securities or property in respect of which the order was made.
A notice of an order under subsection (1) may be registered or recorded against the lands or claims identified in the order by submitting the notice to the appropriate registry office established under the Registry Act or to the appropriate land titles office established under the Land Titles Act.
The Tribunal may order a notice submitted under subsection (7) to be revoked or modified and, if an order is made, the Commission shall submit a copy of the revocation or modification to the appropriate registry office or land titles office.
On submission of a notice under subsection (7) or a copy of a written revocation or modification under subsection (8), the notice or the copy of the revocation or modification shall be registered or recorded in the registry office or land titles office, as the case may be, by the registrar and has the same effect as the registration or recording of a certificate of pending litigation.
On the application of the Commission, the Tribunal, if in its opinion it is in the public interest to do so, may make one or more of the following orders:
(a) an order that any exemptions contained in this Act or the regulations do not apply to a person permanently or for any period specified in the order;
(b) an order that the Director dissolve a cooperative in accordance with section 98;
(c) if the Tribunal is satisfied that this Act or the regulations have not been complied with, an order that any document or statement described in the order
(i) be provided by a person,
(ii) not be provided to a person, or
(iii) be amended to the extent that amendment is practicable;
(d) an order that a person be reprimanded;
(e) an order that a person amend, in the manner specified in the order, any information or material of any kind described in the order that is disseminated to the public;
(f) an order that a person cease violating or comply with, and that the directors and officers of the person cause the person to cease violating or to comply with, this Act and the regulations; and
(g) if a person has not complied with this Act or the regulations, an order requiring the person to disgorge to the Commission any amounts obtained as a result of the non-compliance.
The Tribunal may impose any terms and conditions that the Tribunal considers appropriate on an order under this section.
A person who is the subject of an order made under this section shall comply with any terms and conditions imposed on the order.
Unless the parties and the Tribunal consent, no order shall be made under this section without a hearing.
Despite subsection (4), if in the opinion of the Tribunal the length of time required to hold a hearing could be prejudicial to the public interest, the Tribunal may, without a hearing, make a temporary order under paragraph (1)(a) or (d).
The temporary order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by the Tribunal.
The Tribunal may extend a temporary order until the hearing is concluded if a hearing is commenced within the 15-day period.
The Commission shall without delay give written notice of an order or temporary order made under this section to any person directly affected by the order or temporary order.
On the application of the Commission and after conducting a hearing, the Tribunal may order a person to pay an administrative penalty of not more than $25,000, in the case of an individual, and of not more than $100,000, in the case of a person other than an individual, if the Tribunal
(a) determines that the person has violated or failed to comply with this Act or the regulations, and
(b) is of the opinion that it is in the public interest to make the order.
The Tribunal may make an order under this section despite the imposition of any other penalty on the person or the making of any other order by the Tribunal, the Commission or the Director related to the same matter.
If a person other than an individual violates or has not complied with this Act or the regulations, a director or officer of the person who authorized, permitted or acquiesced in the violation or non-compliance shall be deemed also to have violated or not complied with this Act or the regulations, whether or not any proceeding has been commenced against the person under this Act or the regulations or any order has been made against the person under section 146.
Despite any other provision of this Act or the regulations, an administrative proceeding conducted by the Commission, the Tribunal or the Director under this Act or the regulations may be disposed of by
(a) an agreement approved by the Commission, the Tribunal or the Director, as the case may be,
(b) a written undertaking made by a person to the Commission, the Tribunal or the Director that has been accepted by the Commission, the Tribunal or Director, as the case may be, or
(c) a decision of the Commission, the Tribunal or the Director, as the case may be, made without a hearing or without compliance with a requirement of this Act or the regulations, if the parties have waived the hearing or compliance with the requirement.
An agreement approved, a written undertaking accepted or a decision made under subsection (1) may be enforced in the same manner as a decision made by the Commission, the Tribunal or the Director under any other provision of this Act or under the regulations.
(a) a member or former member of a cooperative;
(b) a registered holder or beneficial owner, or a former registered holder or beneficial owner, of membership shares or investment shares of a cooperative;
(c) a director or an officer, or a former director or officer, of a cooperative; or
(d) any other person who, in the opinion of the Court, is a proper person to make an application under this Part.
A complainant may apply to the Court for an order, including an alternate order, under this section.
If the Court receives an application under subsection (1) and is satisfied that an act, a proposed act or an omission of a cooperative effects a result, that the business or affairs of the cooperative are or have been carried on or conducted in a manner, or that the powers of the directors are or have been exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a member, investment shareholder, creditor, director or officer of the cooperative, the Court may order the rectification of the matters complained of.
For the purpose of subsection (2), the Court may make any order that it considers appropriate, including an order
(a) restraining the conduct complained of,
(b) appointing a receiver or receiver-manager,
(c) requiring the cooperative to amend an agreement with members generally or with a member,
(d) regulating the affairs of the cooperative by amending its articles or by-laws,
(e) directing changes in the directors,
(f) determining whether a person is or is qualified to be a member,
(g) determining any matter in regard to the relations between the cooperative and a member,
(h) directing the cooperative, subject to subsection (6), to redeem membership shares or repay membership loans or to pay to a member any other amount standing to the member’s credit in the records of the cooperative,
(i) directing the cooperative, subject to subsection (6), or any member or investment shareholder of the cooperative to purchase the shares of any member or investment shareholder of the cooperative,
(j) varying or setting aside a transaction or contract to which the cooperative is a party and compensating the cooperative or any other party to the transaction or contract,
(k) directing the production and delivery within a specified time of financial statements of the cooperative,
(l) compensating an aggrieved person,
(m) directing rectification of any record of the cooperative,
(n) liquidating and dissolving the cooperative,
(o) authorizing or directing that proceedings be commenced in the name of the cooperative against any party on the terms the Court directs, or
(p) requiring the trial of an issue.
If an order made under this section directs an amendment of the articles of a cooperative, the cooperative shall file articles of amendment with the Director in the form provided by the Director, containing the information required by the Director.
A cooperative shall not be ordered to make a payment under paragraph (3)(h) or (i) if there are reasonable grounds to believe that
(a) the cooperative is or after that payment would be unable to pay its liabilities as they become due, or
(b) the realizable value of the cooperative’s assets would afterward be less than the aggregate of its liabilities.
An application made under section 100, 101 or 151 shall not be dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the cooperative has been or may be approved by the members or investment shareholders, but evidence of approval by the members or investment shareholders may be taken into account by the Court in making an order under section 103 or 151.
An application made under section 100, 101 or 151 shall not be stayed or dismissed without the approval of the Court given on the terms that the Court considers appropriate and, if the Court determines that the interests of any complainant may be substantially affected by the stay or dismissal, the Court may order any party to the application to give notice to the complainant.
Unless otherwise provided in this Act, no proceeding under this Act or the regulations shall be commenced more than six years after the date of the occurrence of the last event on which the proceeding is based.
A person who is directly affected by a decision of the Director may appeal the decision to the Tribunal within 30 days after the date of the decision.
Despite subsection (1), the Tribunal may extend the period for appealing a decision, before or after the expiration of the time, if it is satisfied that there are reasonable grounds for an extension.
The Director shall establish and maintain a registry of cooperatives that contains the following information for each cooperative:
(a) the name of the cooperative and the address of the registered office;
(b) the year the most recent annual return was provided to the Director under section 81;
(c) the date of incorporation; and
(d) any other information prescribed by regulation.
The registry of cooperatives shall be accessible to the public.
The Director shall prepare and deliver to the Commission annually, in the form provided by the Commission, a report on cooperatives.
The Director may establish forms for the purposes of any provision of this Act or the regulations.
The Director may require that a form required to be provided to the Director under this Act or the regulations be accompanied by other documents.
The Director may establish the form and content of a form.
The Director may, in forms, collect personal information either directly from an individual to whom the information relates, or indirectly, from any other person authorized to complete the form.
The Regulations Act does not apply to the forms established by the Director or to the requirements set out in this section.
If there is a conflict or an inconsistency between a form established by the Director and any provision of this Act or the regulations, the provision of the Act or regulation prevails.
The Director may alter a notice or document, other than an affidavit or a solemn declaration, if authorized to do so by the person who provided the notice or the document or by that person’s representative.
If there is an error in articles, a notice, a certificate or other document, the directors, members or investment shareholders of a cooperative shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take any other steps that the Director reasonably requires so that the Director may correct the document.
Before proceeding under subsection (1), the Director shall be satisfied that the correction would not prejudice any of the members, investment shareholders or creditors of the cooperative.
The Director may, at the request of a cooperative or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if
(a) the correction is approved by the directors of the cooperative, unless the error is obvious or was made by the Director, and
(b) the Director is satisfied that the correction would not prejudice any of the members, investment shareholders or creditors of the cooperative and that the correction reflects the original intention of the cooperative or the incorporators, as the case may be.
The Director may demand the surrender of an original document, and may issue a corrected certificate or file the corrected articles, notice or other document.
A corrected document shall bear the date of the document it replaces unless the correction is made with respect to the date of the document, in which case the document shall bear the corrected date.
When this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director.
A certificate referred to in subsection (1) or a certified copy of it, when introduced as evidence in any civil, criminal or administrative action or proceeding, is, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate.
A director or an officer of a cooperative may sign a certificate issued on behalf of the cooperative stating any fact set out in its articles, its by-laws, in the minutes of the meetings of its members, its investment shareholders or its board of directors, or in a contract to which it is a party.
A director or an officer of a cooperative may sign a certificate issued on behalf of the cooperative stating any fact set out in the minutes of the meetings of a committee appointed by its directors.
When introduced as evidence in any civil, criminal or administrative action or proceeding, in the absence of evidence to the contrary, the following documents are proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:
(b) a certified extract from a list of the members or investment shareholders or a register of directors of a cooperative, or
(c) a certified copy of minutes or extracts from minutes of a meeting of the members, investment shareholders or the board of directors of a cooperative or of a committee appointed by the directors of a cooperative.
An entry in a list of members or investment shareholders of a cooperative or a share certificate issued by a cooperative is, in the absence of evidence to the contrary, proof that the person in whose name the share is listed is the owner of the share described in the list or in the certificate.
Any document that is required to be submitted, provided, produced, delivered, given to or filed with the Director may be
(a) served in the manner in which personal service may be made under the Rules of Court,
(b) sent by registered mail,
(c) sent by electronic means, or
(d) sent by courier.
On receipt of the fee prescribed by regulation, the Director may provide any person
(a) with a certificate that a cooperative or other person has or has not submitted, provided, produced, delivered, given to or filed with the Director a document required to be submitted, provided, produced, delivered, given to or filed with the Director under this Act, or
(b) with a certified copy of any of the following documents in the custody and control of the Director:
(i) articles of a cooperative;
(ii) notice of registered office or change of address of a registered office forms; and
(iii) certificates issued by the Director.
The Director is not required to produce a document, except for the articles of a cooperative, a notice of registered office form or a certificate issued by the Director, more than six years after the date the Director receives it.
The by-laws of a cooperative shall provide, subject to any requirements prescribed by regulation, for the delivery of notices or documents by the cooperative.
A notice or document required by this Act, the regulations, the articles or the by-laws of a cooperative to be provided to a person entitled to receive notice from the cooperative shall be given in accordance with the by-laws referred to in subsection (1).
If a provision of this Act is inconsistent or in conflict with a provision of the Right to Information and Protection of Privacy Act, the provision of this Act prevails.
The Commission is responsible for the administration of this Act.
2019, c.29, s.34
The Lieutenant-Governor in Council may make regulations and the Commission may make rules
(a) prescribing information for the purposes of paragraph 7(3)(d);
(b) respecting the making of the first by-laws of a cooperative by the first directors;
(c) respecting any matter that is required to be included in the by-laws of a cooperative, including but not limited to matters relating to
(i) the finances of the cooperative,
(ii) membership shares and investment shares in the cooperative,
(iii) notices required to be sent by the cooperative, other than notices referred to in paragraph (k),
(iv) meetings of the cooperative,
(v) the board of directors of the cooperative,
(vi) membership in the cooperative;
(d) prohibiting names or words or expressions used in a name for the purposes of section 15;
(e) prescribing the time for notifying the Director for the purposes of section 18;
(f) respecting membership in a cooperative;
(g) respecting the termination of members of a cooperative for inactivity;
(h) prescribing equity requirements of a cooperative;
(i) respecting requests for holding special meetings of members of a cooperative for the purposes of subsection 50(4);
(j) prescribing matters to be included on an agenda of a meeting of a cooperative;
(k) respecting notices of meetings of members, investment shareholders and directors, including, but not limited to, their form and content and the time and manner in which they are required to be given;
(l) prescribing procedures for adjournments and cancellations for the purposes of subsection 50(8);
(m) respecting methods of voting at and participating in meetings of a cooperative;
(n) respecting the holding of a vote at a meeting of a cooperative;
(o) respecting the passing of resolutions for the purposes of section 56;
(p) establishing the quorum for a meeting of investment shareholders;
(q) prescribing procedures for adjournments and cancellations for the purposes of subsection 57(3);
(r) prescribing the time for submitting a proposal under section 58;
(s) prescribing the time for requesting proof for the purposes of subsection 58(6);
(t) prescribing the time for providing proof for the purposes of subsection 58(6);
(u) prescribing the time after receiving a proposal or proof, as the case may be, for the purposes of subsection 59(1);
(v) respecting powers and duties of directors of a cooperative;
(w) respecting qualifications of directors of a cooperative;
(x) respecting the holding of a first meeting of the board of directors of a cooperative;
(y) prescribing matters to be included on an agenda of a first meeting of the board of directors of a cooperative;
(z) respecting methods of voting at and participating in meetings of the board of directors of a cooperative;
(aa) respecting the passing of resolutions outside of a meeting of the board of directors of a cooperative;
(bb) establishing the quorum for a meeting of the board of directors of a cooperative;
(cc) respecting elections of directors of a cooperative and their terms of office;
(dd) respecting the removal from office of directors of a cooperative;
(ee) respecting the remuneration of directors of a cooperative and the reimbursement of expenses of directors of a cooperative;
(ff) exempting cooperatives or classes of cooperatives from the requirement to audit the financial statements of the cooperative;
(gg) prescribing requirements for the purposes of subsection 82(1);
(hh) prescribing requirements for the purposes of subsection 82(4);
(ii) prescribing the criteria to be met by a cooperative to be exempted from appointing an auditor under subsection 84(3);
(jj) prescribing entities for the purposes of paragraph 115(1)(d);
(kk) prescribing matters for the purposes of paragraph 116(d);
(ll) respecting the disposal of personal property of members or former members of continuing housing cooperatives in a housing unit of the cooperative;
(mm) defining “permanent employee” for a worker cooperative;
(nn) respecting the minimum percentage of permanent employees who are required to be members of a worker cooperative;
(oo) prescribing information for the purposes of paragraph 124(e);
(pp) prescribing circumstances, fees and expenses for the purposes of section 134;
(qq) respecting the practice and procedure for investigations under Part 12;
(rr) authorizing disclosures of information for the purposes of subsection 142(2);
(ss) prescribing information for the purposes of paragraph 155(1)(d);
(tt) prescribing requirements for the purposes of subsection 165(1);
(uu) respecting processes for resolving disputes between members and cooperatives;
(vv) prescribing fees for
(i) an application for incorporation,
(ii) the provision of an annual return to the Director,
(iii) the issuance of a certificate by the Director,
(iv) the issuance of a certified copy of a document by the Director;
(ww) defining any word or expression used in but not defined in this Act for the purposes of this Act, the regulations or both;
(xx) respecting any other matter that may be necessary for the proper administration of this Act.
The Lieutenant-Governor in Council may, by order, amend or repeal a rule made by the Commission.
Subject to the approval of the Minister of Finance and Treasury Board, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to effectively implement the rule.
A regulation made under subsection (3) is not effective before the rule referred to in that subsection comes into force.
A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
A regulation or a rule may be general or particular in its application, may be limited as to time or place or both, and may exclude any place from the application of the regulation or rule.
The Regulations Act does not apply to the rules made under this Act.
If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule made under this Act, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
As soon as the circumstances permit after a rule is made under section 168, the Commission shall
(a) publish the rule electronically, and
(b) publish in The Royal Gazette notice of the rule in accordance with the regulations made under the Financial and Consumer Services Commission Act.
Without delay after the Commission makes a rule, it shall make a copy of the rule available for public inspection at each of the Commission’s offices during the normal business hours of the Commission.
When notice of a rule has been published in The Royal Gazette in accordance with paragraph (1)(b), a person affected by the rule shall be deemed to have notice of it on the date the rule is published in accordance with paragraph (1)(a).
The Secretary of the Commission may make changes respecting form, style, numbering and typographical, clerical or reference errors in a rule made by the Commission without changing the substance of the rule if the changes are made before the date the rule is published in accordance with paragraph 169(1)(a).
The Secretary of the Commission may maintain a consolidation of the rules made by the Commission.
In maintaining a consolidation of the rules, the Secretary of the Commission may make changes respecting form and style and respecting typographical errors without changing the substance of a rule.
The Commission may publish the consolidated rules in the frequency that it considers appropriate.
A consolidated rule does not operate as new law but shall be interpreted as a consolidation of the law contained in the original rule and any subsequent amendments.
In the event of an inconsistency between a consolidated rule published by the Commission and the original rule or a subsequent amendment, the original rule or amendment prevails to the extent of the inconsistency.
(i) in paragraph (a) by striking out “associations” and substituting “cooperatives”;
(ii) by repealing paragraph (b) and substituting the following:
(i) by repealing the portion preceding paragraph (a) and substituting the following:
(ii) by repealing paragraph (b) and substituting the following:
(i) in paragraph (a) by striking out “association” and substituting “cooperative”;
(ii) by repealing paragraph (b) and substituting the following:
(i) in the portion preceding paragraph (a) by striking out “association” and substituting “cooperative”;
(ii) in paragraph (a)
(iii) in paragraph (b) of the English version by striking out “associations” and substituting “cooperatives”;
(i) in the portion preceding paragraph (a) by striking out “association” and substituting “cooperative”;
(ii) in paragraph (a) of the English version by striking out “association” and substituting “cooperative”;
(iii) in paragraph (b) of the English version by striking out “association” and substituting “cooperative”.
(i) in the portion preceding subparagraph (i) of the English version by striking out “association” and substituting “cooperative”;
(ii) in subparagraph (i)
(iii) in subparagraph (ii) of the English version by striking out “association” and substituting “cooperative”;