SOR/99-25619996
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202211
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CANADA COOPERATIVES ACTCanada Cooperatives RegulationsP.C.1999-1144  19996
17
His Excellency the Governor General in Council, on the recommendation of the Minister of Industry, pursuant to paragraph 23(a), subsections 130(1) and 131(1), section 166, paragraph 247(1)(a) and sections 248 and 372 of the Canada Cooperatives Acta, hereby makes the annexed Canada Cooperatives Regulations.S.C. 1998, c. 1InterpretationSOR/2001-513, s. 1(F)
In these Regulations, Act means the Canada Cooperatives Act.SOR/2008-315, s. 8SOR/2022-40, s. 21
For the purpose of the definition distributing cooperative in subsection 2(1) of the Act and subject to subsection (2), distributing cooperative meansa cooperative that is a “reporting issuer” under any legislation that is set out in column 2 of an item of Schedule 4; orin the case of a cooperative that is not a “reporting issuer” referred to in paragraph (a), a cooperativethat has filed a prospectus or registration statement under provincial legislation or under the laws of a jurisdiction outside Canada,any of the securities of which are listed and posted for trading on a stock exchange in or outside Canada, orthat is involved in, formed for, resulting from or continued after an amalgamation, a reorganization, an arrangement or a statutory procedure, if one of the participating entities is a cooperative to which subparagraph (i) or (ii) applies.A cooperative that is subject to an exemption under provincial securities legislation, or to an order of the relevant provincial securities regulator that provides that the cooperative is not a “reporting issuer” for the purposes of the applicable legislation, is not a distributing cooperative for the purpose of the definition of that expression in subsection (1).SOR/2001-513, s. 2; SOR/2010-128, s. 35
Electronic Transmission of Documents Sent to and Issued by the Director
[Repealed, SOR/2022-40, s. 22]
[Repealed, SOR/2001-513, s. 4]
[Repealed, SOR/2022-40, s. 23]
[Repealed, SOR/2022-40, s. 23]
[Repealed, SOR/2022-40, s. 23]
[Repealed, SOR/2022-40, s. 23]
Electronic Documents
For the purpose of section 361.2 of the Act, the prescribed notices, documents or other information are the notices, documents or other information referred to in sections 177 to 185 and 189 to 246 of the Act.SOR/2001-513, s. 5
For the purpose of paragraph 361.3(2)(a) of the Act, the consent shall be in writing.SOR/2001-513, s. 5
For the purpose of paragraph 361.3(2)(b) of the Act, a notice, document or other information that is not required under the Act to be sent to a specific place may be sent as an electronic document to a place other than to an information system designated by the addressee under paragraph 361.3(2)(a) of the Act by posting it on or making it available through a generally accessible electronic source, such as a website, and by providing the addressee with notice in writing of the availability and location of that electronic document.SOR/2001-513, s. 5; SOR/2010-128, s. 36
For the purpose of subsection 361.3(3) of the Act, an addressee shall revoke his or her consent in writing.SOR/2001-513, s. 5
For the purposes of paragraphs 361.4(b) and 361.5(2)(b) of the Act, when a notice, document or other information is provided to several addressees, the notice, document or other information shall be provided to the addressees concurrently, regardless of the manner of provision.SOR/2001-513, s. 5
An electronic document is considered to have been provided when it leaves an information system within the control of the originator or another person who provided the document on the originator’s behalf.SOR/2001-513, s. 5; SOR/2010-128, s. 37
An electronic document is considered to have been receivedif the document is provided to the information system designated by the addressee, when it enters that information system; orif the document is posted on or made available through a generally accessible electronic source, when the notice of the availability and location of the electronic document referred to in section 7.3 is received by the addressee or, if the notice is sent electronically, when the notice enters the information system designated by the addressee.SOR/2001-513, s. 5; SOR/2010-128, s. 37
[Repealed, SOR/2010-128, s. 37]
Keeping and Producing Documents
For the purpose of section 325 of the Act, the prescribed period is six years beginning on the day on which the cooperative is dissolved.SOR/2001-513, s. 5SOR/2022-40, s. 24
For the purpose of subsection 378(3) of the Act, the prescribed documents and classes of documents area notice of registered office referred to in subsection 30(2) of the Act;a notice of change of address referred to in subsection 30(4) of the Act;a notice of directors referred to in subsection 81(1) of the Act;a notice of change referred to in subsection 91(1) of the Act; andthe articles of association or charter by-laws of a former Act cooperative.For the purpose of subsection 378(3) the Act, the prescribed periods arein respect of a proxy circular referred to in subsection 166(2) of the Act and an application for an exemption referred to in section 54 of these Regulations, six years beginning on the day on which the application is received by the Director;in respect of a copy of the documents sent under subsection 252(1) of the Act, three years beginning on the day on which the copy is received by the Director;in respect of a document evidencing the satisfaction of the Director for the purpose of subsection 287(1) of the Act, two years beginning on the day on which the document is issued by the Director; andin respect of an annual return referred to in section 374 of the Act, two years beginning on the day on which the document is received by the Director.SOR/2022-40, s. 24
Cooperative NamesInterpretation
The following definitions apply in this Part.deceptively misdescriptive means, in respect of a cooperative name, that the name that is likely to mislead the public, in any language, with respect to any of the following:the business, goods or services in association with which it is proposed to be used;the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; andthe place of origin of the goods or services. (fausse et trompeuse)distinctive, in relation to a trade-name, considered as a whole and by its separate elements, means a trade-name that distinguishes the business in association with which it is used or intended to be used by its owner from any other business or that is adapted to so distinguish them. (distinctive)official mark means an official mark referred to in subparagraph 9(1)(n)(iii) of the Trademarks Act. (marque officielle)trademark means a trademark as defined in section 2 of the Trademarks Act. (marque de commerce)trade-name means a name that has been reserved by the Director under section 22 of the Act, or the name under which a business is carried on, or intended to be carried on, whether it is a corporate name or the name of a body corporate, trust, partnership, sole proprietorship or individual. (dénomination commerciale) use means the actual use by a person that carries on business in Canada or elsewhere. (emploi) For greater certainty, this Part applies to the cooperative name of an amalgamated cooperative.SOR/2001-513, s. 6; SOR/2010-72, s. 32014, c. 20, s. 366(E)SOR/2022-40, s. 25
Reserving Name
For the purpose of section 22 of the Act, the prescribed period is 90 days.SOR/2022-40, s. 26
Confusing Names
A cooperative name is confusing witha trademark or official mark if it is the same as that trademark or official mark or if the use of both the cooperative name and either the trademark or the official mark, as the case may be, is likely to lead to the inference that the business carried on or intended to be carried on under the cooperative name and the business connected with the trademark or official mark, as the case may be, are one business, whether or not the nature of the business of each is generally the same; ora trade-name if it is the same as that trade-name or if the use of both names is likely to lead to the inference that the business carried on or intended to be carried on under the cooperative name and the business carried on under the trade-name are one business, whether or not the nature of the business of each is generally the same.SOR/2010-72, s. 32014, c. 20, s. 366(E)
For the purpose of section 23 of the Act, a cooperative name is prohibited if its use causes confusion with a trademark, official mark or trade-name, having regard to the circumstances, includingthe inherent distinctiveness of the whole or any element of the trademark, official mark or trade-name and the extent to which it has become known;the length of time that the trademark, official mark or trade-name has been in use;the nature of the goods, services or business with which the trademark, official mark or trade-name is associated;the nature of the trade with which the trademark, official mark or trade-name is associated;the degree of resemblance between the proposed cooperative name and the trademark, official mark or trade-name in appearance or sound or in the ideas suggested by them; andthe geographical area in Canada in which the trade name or proposed cooperative name is likely to be used.SOR/2010-72, s. 32014, c. 20, s. 366(E)SOR/2022-40, s. 27
For the purpose of section 23 of the Act, a cooperative name is prohibited if it is confusing with a name that is reserved under section 22 of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.SOR/2022-40, s. 28
For the purpose of subsection 24(2) of the Act, the prescribed period is 60 days.SOR/2022-40, s. 28
Despite section 10, a cooperative name that is confusing with the name of a body corporate that has not carried on business in the two years immediately before the day on which the Director receives the articles referred to in paragraph 10(a), subsection 285(4) or (5), section 292 or subsection 299(4), 303(6), 305(1) or 308(3) of the Act or a request to reserve a name under section 22 of the Act is not prohibited for that reason alone ifthe body corporate has been dissolved; orin the case of a body corporate that has not been dissolved, it consents in writing to the use of the name and undertakes in writing to dissolve immediately or to change its name before the cooperative that proposes to use the name begins using it.SOR/2001-513, s. 7; SOR/2010-72, s. 3SOR/2022-40, s. 43(F)
Despite section 10, if a word in a cooperative name is confusing with the distinctive element of a trademark, official mark or trade-name, the cooperative name is not prohibited for that reason alone if the person who owns the trademark, official mark or trade-name consents in writing to the use of the cooperative name.SOR/2010-72, s. 32014, c. 20, s. 366(E)SOR/2022-40, s. 43(F)
Despite section 10, a cooperative name that is confusing with the name of a body corporate is not prohibited for that reason alone ifthe cooperative name is the name of an existing or a proposed cooperative that is the successor to the business of the body corporate and the body corporate has ceased or will, in the immediate future, cease to carry on business under that cooperative name and undertakes in writing to dissolve or to change its name before the successor cooperative begins carrying on business under that name; andthe cooperative name of the existing or proposed cooperative sets out in numerals the year of incorporation, or the year of the most recent amendment to the cooperative name, in parentheses.If a cooperative name is changed so that the reference to the year of incorporation or the year of the most recent amendment to the cooperative name is deleted at least two years after it is introduced, it is not prohibited for that reason alone.SOR/2010-72, s. 3SOR/2022-40, s. 43(F)
Despite section 10, if the cooperative name of an amalgamated cooperative is the same as the name of one of the amalgamating cooperatives, it is not prohibited for that reason alone.SOR/2010-72, s. 3SOR/2022-40, s. 43(F)
Despite section 10, the cooperative name of a cooperative that is the same as the name of an affiliated body corporate from which the existing cooperative has acquired or will, in the immediate future, acquire all or substantially all of the property of the body corporate is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the existing cooperative begins using the cooperative name.Despite section 10, if the cooperative name of a proposed cooperative is the same as the name of a body corporate that is to be an affiliate of the proposed cooperative from which the proposed cooperative will, in the immediate future, acquire all or substantially all of the property of the body corporate, the cooperative name is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the proposed cooperative begins using the cooperative name.SOR/2001-513, s. 8; SOR/2010-72, s. 3SOR/2022-40, s. 43(F)
General Prohibitions
For the purpose of section 23 of the Act, a cooperative name is prohibited if the name contains any of the following elements:“Parliament Hill” or “Colline du Parlement”;“Royal Canadian Mounted Police”, “Gendarmerie royale du Canada”, “RCMP” or “GRC”; and“United Nations”, “Nations Unies”, “UN” or “ONU”, if it connotes a relationship to the United Nations.SOR/2010-72, s. 3SOR/2022-40, s. 29
For the purpose of section 23 of the Act, a cooperative name is prohibited if it connotes that the cooperativecarries on business under royal, vice-regal or governmental patronage, approval or authority, unless Her Majesty or a person, society, authority or organization referred to in paragraph 9(2)(a) of the Trademarks Act consents in writing to the use of the name;is sponsored or controlled by or is connected with the Government of Canada, the government of a province, the government of a country other than Canada or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name;is sponsored or controlled by or is connected with a university or an association of accountants, architects, engineers, lawyers, physicians or surgeons or another professional association recognized by the laws of Canada or a province, unless the appropriate university or professional association consents in writing to the use of the name;carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; orcarries on the business of a stock exchange that is regulated by the laws of a province, unless the relevant provincial securities regulator consents in writing to the use of the name.SOR/2010-72, s. 32014, c. 20, s. 366(E)SOR/2022-40, s. 30
For the purpose of section 23 of the Act, a cooperative name is prohibited if it contains a word or phrase, or connotes a business, that is obscene.SOR/2010-72, s. 3SOR/2022-40, s. 31
For the purpose of section 23 of the Act, a cooperative name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in paragraph 10(a), subsection 285(4) or (5), section 292 or subsection 299(4), 303(6), 305(1) or 308(3) of the Act or a request to reserve the name under section 22 of the Act.Despite subsection (1), the cooperative name is not prohibited ifthe individual or their heir or personal representative consents in writing to the use of the individual’s name and, except in the circumstances described in subsection (2), the individual has or had a material interest in the cooperative; orthe person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or their predecessors so as to have become distinctive in Canada.The individual is not required to have or to have had a material interest in the cooperative if Part 20 of the Act applies to the cooperative or the individual is a recognized cooperative leader.SOR/2001-513, s. 9; SOR/2010-72, s. 3SOR/2022-40, s. 32
For greater certainty, a cooperative name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or any combination of those elements.SOR/2001-513, s. 10; SOR/2010-72, s. 3SOR/2022-40, s. 43(F)
Non-distinctive Names
For the purpose of section 23 of the Act, a cooperative name is prohibited if itis only descriptive, in any language, of the business of the cooperative, of the goods and services in which the cooperative deals or intends to deal, or of the quality, function or other characteristic of those goods and services;is primarily or only the name — or the first name or family name used alone — of an individual; oris primarily or only a geographic name that is used alone.Despite subsection (1), the cooperative name is not prohibited if a person proposing to use the cooperative name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.SOR/2001-513, s. 11; SOR/2010-72, s. 3SOR/2022-40, s. 33
Deceptively Misdescriptive NamesSOR/2022-40, s. 34(F)
For the purpose of section 23 of the Act, a cooperative name is prohibited if it is deceptively misdescriptive.SOR/2001-513, s. 12; SOR/2010-72, s. 3SOR/2022-40, s. 35
Combined Form of Cooperative Name
For the purpose of subsection 20(4) of the Act, a combined English and French form of the name of a proposed cooperative shall include only one of the words or expressions listed in subsection 20(1) of the Act.SOR/2010-72, s. 3
[Repealed, SOR/2010-72, s. 3]
Insider Trading
For the purpose of paragraph 171(2)(a) of the Act, the prescribed percentage of voting rights is 10%.SOR/2001-513, s. 13
For the purpose of paragraph 173(1)(e) of the Act, the prescribed percentage of voting rights is 10%.For the purpose of subsection 173(2) of the Act, take-over bid means a take-over bid within the meaning of any legislation that is set out in column 2 of an item of Schedule 5.For the purpose of paragraph 173(4)(c) of the Act, the prescribed circumstances are that the insiderentered into the purchase or sale as an agent or mandatary pursuant to a specific unsolicited order to purchase or sell;made the purchase or sale pursuant to participation in an automatic dividend reinvestment plan, share purchase plan or other similar automatic plan that the insider entered into before the acquisition of the confidential information;made the purchase or sale to fulfil a legally binding obligation that the insider entered into before the acquisition of the confidential information; orpurchased or sold the security as agent, mandatary or trustee in the circumstances described in paragraph (b) or (c).SOR/2001-513, s. 13; SOR/2010-128, ss. 38(F), 39(E)
MeetingsRecord Date
For the purpose of subsection 51(1) of the Act, the prescribed period for the directors to fix the record date is not more than 60 days before the day on which the particular action is to be taken.For the purpose of subsections 51(3) and (4) of the Act, the prescribed period for the directors to fix the record date is not less than 21 days and not more than 60 days before the date of the meeting.For the purpose of subsection 51(6) of the Act, the prescribed period for the directors to provide notice of the record date is at least seven days before the date fixed.SOR/2001-513, s. 13; SOR/2010-128, s. 40
Notice of Meetings
For the purpose of subsection 52(1) of the Act, the prescribed period for the directors to provide notice of the time and place of a meeting is not less than 21 days and not more than 60 days before the meeting.SOR/2001-513, s. 13
Communication Facilities
For the purposes of section 65(3) of the Act, when a vote is to be taken at a meeting of the cooperative, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facilityenables the votes to be gathered in a manner that permits their subsequent verification; andpermits the tallied votes to be presented to the cooperative without it being possible for the cooperative to identify how each member or shareholder or group of members or shareholders voted.For the purpose of subsection 65(4) of the Act, a person who is entitled to vote at a meeting of the cooperative may vote by means of a telephonic, electronic or other communication facility, if the facilityenables the vote to be gathered in a manner that permits its subsequent verification; andpermits the tallied vote to be presented to the cooperative without it being possible for the cooperative to identify how the person voted.SOR/2001-513, s. 13; SOR/2010-128, s. 41
Separate Vote for Each Candidate
For the purpose of subsection 83(12) of the Act, a distributing cooperative is a prescribed corporation.SOR/2022-40, s. 36
Appointment of Directors
For the purpose of subsection 83(13) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in section 77 or subsection 78(3) or (4) of the Act.SOR/2022-40, s. 36
Proposals
For the purpose of subsection 58(2.1) of the Act,the prescribed number of investment shares is the number of voting investment sharesthat is equal to 1% of the total number of the outstanding investment shares of the cooperative, as of the day on which the shareholder submits a proposal, orwhose fair market value, as determined at the close of business on the day before the member submits the proposal to the cooperative, is at least $2,000; andthe prescribed period is the six-month period immediately before the day on which the person other than a member submits the proposal.For the purpose of subsection 58(2.4) of the Act,a cooperative may request that the person who submits a proposal provide the proof referred to in subsection 58(2.1) within 14 days after the cooperative receives the proposal; andthe person who submits the proposal shall provide the proof within 21 days after the day on which the person receives the cooperative’s request or, if the request is mailed to the person, within 21 days after the postmark date stamped on the envelope containing the request.For the purpose of subsection 58(3) of the Act, a proposal and a statement in support of it shall together consist of not more than 500 words.For the purpose of paragraph 58(4)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of members.For the purpose of paragraph 58(4)(c) of the Act, the prescribed period before the receipt of a proposal is two years.For the purpose of paragraph 58(4)(d) of the Act, the prescribed minimum amount of support for the proposal of a member or shareholder is3% of the total number of shares or investment shares voted, if the proposal was introduced at an annual meeting of members or a meeting of shareholders;6% of the total number of shares or investment shares voted at its last submission to members or shareholders, if the proposal was introduced at two annual meetings of members or at two meetings of shareholders; and10% of the total number of shares or investment shares voted at its last submission to members or shareholders, if the proposal was introduced at three or more annual meetings of members or three or more meetings of shareholders.For the purpose of paragraph 58(4)(d) of the Act, the prescribed period is five years.For the purpose of subsection 58(4.1) of the Act, the prescribed period during which the cooperative is not required to include a proposal in the notice of a meeting is two years.SOR/2001-513, s. 13; SOR/2010-128, s. 42SOR/2022-40, s. 37
For the purpose of subsection 60(1) of the Act, the prescribed period for giving notice is no later than 21 days after the receipt of the proposal by the cooperative or of proof of ownership under subsection 58(2.4) of the Act, as the case may be.SOR/2001-513, s. 13
Proxies and Proxy SolicitationForm of Proxy
In this Part, NI 51-102 means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to this section in accordance with the instrument set out in column 2.TABLEColumn 1Column 2ItemProvinceInstrument1OntarioNational Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Ontario Securities Commission and published on April 2, 2004, (2004) 27 OSCB 3439, as amended from time to time2QuebecRegulation 51-102 respecting Continuous Disclosure Obligations, CQLR c. V-1.1, r. 24, as amended from time to time3Nova ScotiaNational Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Nova Scotia Securities Commission and published in the Nova Scotia Royal Gazette, Part 1, on March 15, 2004, as amended from time to time4New BrunswickNational Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Financial and Consumer Services Commission and which came into force on February 19, 2015, as amended from time to time5ManitobaManitoba Securities Commission Rule 2003-17, National Instrument 51-102 Continuous Disclosure Obligations, as amended from time to time6British ColumbiaNational Instrument 51-102 Continuous Disclosure Obligations, B.C. Reg. 110/2004, as amended from time to time7SaskatchewanNational Instrument 51-102 Continuous Disclosure Obligations, set out in Part XXXVI of the Appendix to The Securities Commission (Adoption of National Instruments) Regulations, RRS c. S-42.2, Reg 3, as amended from time to time8AlbertaNational Instrument 51-102 Continuous Disclosure Obligations, made a rule of the Alberta Securities Commission and published in the Alberta Gazette, Part 1, on March 15, 2004, as amended from time to time
SOR/2001-513, s. 14; SOR/2008-315, s. 9SOR/2022-40, s. 38
For the purpose of subsection 165(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102.In the case of a vote by persons who are entitled to elect or appoint directors that occurs in the circumstances described in subsection 83(10.1) of the Act,paragraph 6 of section 9.4 of NI 51-102 is to be read without reference to the election of directors; andthe form of proxy shall allow the shareholder to specify, for each candidate nominated for director, whether their vote is to be cast for or against the candidate.SOR/2022-40, s. 38
Management Proxy Circular
Subject to subsection (3), a management proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item.A management proxy circular shall also set out the following:the percentage of votes required for the approval of any matter that is to be submitted to a vote of shareholders at the meeting, other than the election of directors;a statement of the right of a shareholder to dissent under section 302 of the Act with respect to any matter to be acted on at the meeting and a brief summary of the procedure to be followed to exercise that right; anda statement, signed by a director or an officer of the cooperative, that the contents and the sending of the circular have been approved by the directors.A management proxy circular for a non-distributing cooperative is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement referred to in Item 8 of Part 2 of that Form.SOR/2001-513, s. 15(E); SOR/2008-315, s. 9
For the purpose of subsection 166(3) of the Act, the prescribed form of statement that shall accompany the copy of the management proxy circular to be sent to the Director under that subsection is a statement signed by a director or an officer, to the effect that a copy of the circular has been sent to each director, to each shareholder whose proxy has been solicited and to the auditor of the cooperative.SOR/2008-315, s. 9
Dissident’s Proxy Circular
A dissident’s proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item.A dissident’s proxy circular for a non-distributing cooperative is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement referred to in Item 8 of Part 2 of that Form.SOR/2008-315, s. 9
[Repealed, SOR/2008-315, s. 9]
[Repealed, SOR/2008-315, s. 9]
[Repealed, SOR/2008-315, s. 9]
[Repealed, SOR/2008-315, s. 9]
Information that is not known to a dissident and that cannot be ascertained by the dissident on reasonable inquiry may be omitted from a dissident’s proxy circular, but the circumstances that render the information unavailable shall be disclosed in it.
A dissident’s proxy circular shall contain a statement signed by the dissident or a person authorized by the dissident that the contents and the sending of the circular have been approved by the dissident.For the purpose of subsection 166(3) of the Act, the prescribed form of statement that shall accompany the copy of the dissident’s proxy circular to be sent to the Director under that subsection is a statement signed by the dissident or a person authorized by them, to the effect that a copy of the circular has been sent to each director, to each shareholder whose proxy has been solicited, to the auditor of the cooperative and to the cooperative.SOR/2008-315, s. 10
[Repealed, SOR/2008-315, s. 11]
Financial Statements in Proxy Circular
When financial statements accompany or form part of a management proxy circular, the statements shall be prepared in accordance with Part 4.The financial statements referred to in subsection (1), if not reported on by the auditor of the cooperative, shall be accompanied by a report of the chief financial officer of the cooperative stating that the financial statements have not been audited but have been prepared in accordance with Part 4.
Proxy Circular Exemptions
For the purpose of subparagraph (b)(v) of the definition solicit or solicitation in subsection 163(1) of the Act, a solicitation does not include a public announcement that is made bya speech in a public forum; ora press release, an opinion, a statement or an advertisement provided through a broadcast medium or by a telephonic, electronic or other communication facility, or appearing in a newspaper, a magazine or other publication generally available to the public.For the purpose of subparagraph (b)(vii) of the definition solicit or solicitation in subsection 163(1) of the Act, the prescribed circumstances are circumstances in which the communication is made to shareholdersby one or more shareholders and concerns the business and affairs of a cooperative — including its management or proposals contained in a management proxy circular — if no form of proxy is sent to those shareholders by the shareholder or shareholders making the communication or by a person acting on their behalf;by one or more shareholders and concerns the organization of a dissident proxy solicitation, and no form of proxy is sent to those shareholders by the shareholder or shareholders making the communication or by a person acting on their behalf;as clients, by a person who gives financial, corporate governance or proxy voting advice in the ordinary course of business and concerns proxy voting advice ifthe person discloses to the shareholder any significant relationship with the cooperative and any of its affiliates and any material interests the person has in relation to a matter on which advice is given,the person receives any special commission or remuneration for giving the proxy voting advice only from the shareholder or shareholders receiving the advice, andthe proxy voting advice is not given on behalf of any person soliciting proxies or on behalf of a nominee for election as a director; orby a person who does not seek directly or indirectly, the power to act as proxy for a shareholder.The circumstances described in paragraph (2)(a) are not prescribed circumstances if the communication is made bya shareholder who is an officer or director of the cooperative, or who serves in a similar capacity, if the communication is financed directly or indirectly by the cooperative;a shareholder who is a nominee or who proposes a nominee for election as a director, if the communication relates to the election of directors;a shareholder whose communication is in opposition to an amalgamation, arrangement, consolidation or other transaction recommended or approved by the board of directors of the cooperative and who is proposing or intends to propose an alternative transaction to which the shareholder or an affiliate or associate of the shareholder is a party;a shareholder who, because of a material interest in the subject-matter to be voted on at a shareholders meeting, is likely to receive a benefit from its approval or non-approval, which benefit would not be shared pro rata by all other holders of the same class of shares, unless the benefit arises from the shareholder’s employment with the cooperative; orany person acting on behalf of a shareholder described in any of paragraphs (a) to (d).SOR/2001-513, s. 16; SOR/2008-315, s. 12(F)
For the purpose of subsection 166(4.1) of the Act, the prescribed circumstances are those in which the solicitation conveyed by public broadcast, speech or publication sets out the information provided for in Items 3.2, 3.4, 5(b) and 11 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102.A person making a solicitation referred to in subsection (1) shall send the required information and a copy of any related written communication to the Director and to the cooperative before soliciting proxies.SOR/2001-513, s. 16; SOR/2008-315, s. 13
Financial DisclosureGeneral
The financial statements referred to in paragraph 247(1)(a) of the Act of a distributing cooperative shall be prepared in accordance with the generally accepted accounting principles that are set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook, as amended from time to time.SOR/2016-98, s. 5
The auditor’s report referred to in section 261 of the Act shall be prepared in accordance with the generally accepted auditing standards that are set out in the CPA Canada Handbook – Assurance, as amended from time to time.SOR/2016-98, s. 5
Contents of Financial Statements
The financial statements referred to in paragraph 247(1)(a) of the Act shall include at leasta balance sheet;a statement of retained earnings;an income statement; anda statement of changes in financial position.Financial statements need not be designated by the names set out in paragraphs (1)(a) to (d).
Fundamental Changes
Despite subparagraph 298(1)(b)(ii) of the Act, the resolutions approving the amalgamation of a holding cooperative with one or more of its wholly owned subsidiary cooperatives may provide that the cooperative name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding cooperative.SOR/2010-72, s. 4
Constrained Share CooperativesInterpretation
The definitions in this section apply in this Part.Canadian meansa resident of Canada;a partnership of which a majority of the members are resident in Canada and in which interests representing in value more than 50% of the total value of the partnership property are owned by residents of Canada;a trust established by a resident of Canadaa majority of the trustees of which are resident in Canada, orin which beneficial interests representing in value more than 50% of the total value of the trust property are owned by residents of Canada;Her Majesty in right of Canada or of a province or a municipal corporation or public board or commission in Canada; ora body corporateincorporated under the laws of Canada or a province,of which a majority of the directors are residents in Canada, andover which persons described in any of paragraphs (a) to (d) or in this paragraph exercise control or direction or of which the persons beneficially own investment shares or securities currently convertible into investment shares carrying more than 50% of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, including currently exercisable options or rights to acquire the investment shares or convertible securities. (canadien)constrained class means the class of persons specified in the articles of a constrained share cooperative as being ineligible to hold, as a class, more than the maximum aggregate holdings. (catégorie restreinte)constrained share cooperative means a cooperative that has provisions in its articles imposing a constraint. (coopérative à participation restreinte)constraint means a restriction onthe issue or transfer of investment shares of any class or series to persons who are not residents of Canada;the issue or transfer of investment shares of any class or series to enable a cooperative or any of its affiliates or associates to qualify under the laws of Canada or a province referred to in paragraph 53(1)(a)to obtain a licence to carry on any business,to become a publisher of a Canadian newspaper or periodical, orto acquire investment shares of a financial intermediary as defined in paragraph 53(1)(b); orthe issue, transfer or ownership of investment shares of any class or series in order to assist a cooperative or any of its affiliates or associates to qualify under the laws of Canada referred to in subsection 53(2) to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control. (restriction)control means control in any manner that results in control in fact, whether directly through the ownership of investment shares or indirectly through a trust, a contract, the ownership of investment shares of any other body corporate or otherwise. (contrôle)maximum aggregate holdings means the total number of voting investment shares of a constrained share cooperative that may be held by or on behalf of persons in the constrained class and their associates in accordance with the articles of the cooperative. (avoir maximum total)maximum individual holdings means the total number of voting investment shares of a constrained share cooperative that may be held by or on behalf of any one person in the constrained class and the person’s associates in accordance with the articles of the cooperative. (avoir maximum individuel)resident of Canada means an individual whois a citizen of Canada, as determined in accordance with the Citizenship Act, and who is ordinarily resident in Canada;a citizen of Canada, as determined in accordance with the Citizenship Act, who is not ordinarily resident in Canada and whois a full-time employee of the Government of Canada or a province, of an agency of any such government or of a federal or provincial crown corporation,is a full-time employee of a body corporateof which more than 50% of the voting investment shares are beneficially owned or over which control or direction is exercised by a resident of Canada,a majority of the directors of which are residents of Canada, orthat is a subsidiary or a wholly owned subsidiary of a body corporate described in clause (A) or (B), if the principal reason for the residence of the employee outside Canada is to act as such an employee,is a full-time student at a university or other educational institution recognized by the educational authorities of a majority of the provinces and who has been resident outside Canada less than 10 consecutive years,is a full-time employee of an international association or organization of which Canada is a member, orwas, on the date of their 60th birthday, ordinarily resident in Canada and has been resident outside Canada less than 10 consecutive years; oris a permanent resident within the meaning of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time when he or she first became eligible to apply for Canadian citizenship. (résident canadien)voting investment share means an investment share that is subject to a constraint referred to in paragraph (a) or (b) of the definition constraint and that carries voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes a security currently convertible into such an investment share and a currently exercisable option or right to acquire the investment share or the convertible security. (part de placement conférant un droit de vote) 2001, c. 27, s. 273
Disclosure Required
Each of the following documents issued or published by a constrained share cooperative shall indicate conspicuously the general nature of its constrained investment share provisions:a certificate evidencing a voting investment share;a management proxy circular; anda prospectus, statement of material facts, registration statement or similar document.
Powers and Duties of DirectorsSOR/2010-128, s. 43(F)
The directors of a constrained share cooperative that has provisions in its articles imposing a constraint referred to in paragraph (a) or (b) of the definition constraint in section 39 shall refuse to register a transfer of a voting investment share of the cooperative in accordance with the articles ifthe total number of voting investment shares held by or on behalf of persons in the constrained class exceeds the maximum aggregate holdings and the transfer is to a person in the constrained class;the total number of voting investment shares held by or on behalf of persons in the constrained class does not exceed the maximum aggregate holdings and the transfer would cause the number of the investment shares held by persons in the constrained class to exceed the maximum aggregate holdings;the total number of voting investment shares held by or on behalf of a person in the constrained class exceeds the maximum individual holdings and the transfer is to that person; orthe total number of voting investment shares held by or on behalf of a person in the constrained class does not exceed the maximum individual holdings and the transfer would cause the number of the investment shares held by that person to exceed the maximum individual holdings.Despite subsection (1), the directors of a constrained share cooperative that is described in that subsection shall register a transfer of a voting investment share of the cooperative to a person in the constrained class if the person establishes that the person was the beneficial owner of that investment share on the day on which the cooperative became a constrained share cooperative.The directors of a constrained share cooperative that is referred to in subsection (1) shall refuse to issue a voting investment share of the cooperative to a person in the constrained class in circumstances in which the directors are required to refuse to register a transfer of the investment share by that subsection.For the purpose of subsection (3), the directors may count as issued investment shares the voting investment shares that it is currently offering to its shareholders or prospective shareholders.
The directors of a constrained share cooperative that has provisions in its articles imposing a constraint referred to in paragraph (c) of the definition constraint in section 39 shall refuseto issue an investment share of the cooperative to a personwhose ownership of the share would be contrary to the constraint,who, in respect of the issue of the share, has been requested by the cooperative to furnish it with information referred to in subsection 46(7) and has not furnished the information, orwhose ownership of the share the directors have determined, on the basis of information furnished to the cooperative by that person under a request referred to in subparagraph (ii), may be contrary to the constraint; andto register a transfer of a share of the cooperative if the transfer is to a personwhose ownership of the share is contrary to the constraint,who, in respect of the registration of the share, has been requested by the cooperative to furnish it with information referred to in subsection 46(7) and has not furnished the information, orwhose ownership of the share the directors have determined, on the basis of information furnished to the cooperative by that person under a request referred to in subparagraph (ii), may be contrary to the constraint.
Limitation on Voting Rights
Sections 44 and 45 apply to a constrained share cooperative that has provisions in its articles imposing a constraint referred to in paragraph (a) or (b) of the definition constraint in section 39.
If, on the day on which a cooperative becomes a constrained share cooperative, the total number of voting investment shares of the cooperative held by or on behalf of a person in the constrained class exceeds the maximum individual holdings, the person or the person’s nominee may, in person or by proxy, only exercise the voting rights attached to the maximum individual holdings held on that day or on any subsequent day.After the total number of investment shares held by or on behalf of the person referred to in subsection (1) is reduced below the maximum individual holdings, the person or the person’s nominee may, in person or by proxy, exercise the voting rights attached to investment shares held.
Except as provided in subsection 44(1), if the total number of voting investment shares of a constrained share cooperative held by or on behalf of a person in the constrained class exceeds the maximum individual holdings, no person may, in person or by proxy, exercise the voting rights attached to those investment shares.If it appears from the investment share register of a constrained share cooperative that the total number of voting investment shares held by a shareholder is less than the maximum individual holdings, a proxyholder for the shareholder may vote those investment shares unless the proxyholder has knowledge that the investment shares beneficially owned by the shareholder exceed the maximum individual holdings.If, after the day on which a cooperative becomes a constrained share cooperative, a cooperative or trust that was not a person in the constrained class becomes a person in the constrained class, the cooperative or trust shall not exercise the voting rights attached to any investment shares it holds in the constrained share cooperative while it is a person in the constrained class.
Sale of Constrained Investment Shares
For the purpose of subsection 131(1) of the Act, before a constrained share cooperative concludes that investment shares of the cooperative are owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39 or the directors of the cooperative determine that investment shares of the cooperative may be owned contrary to the constraint, the cooperative shall send by registered mail a written notice in accordance with subsection (5) to the person shown in the securities register of the cooperative as the holder of the investment shares.For the purpose of subsection 131(1) of the Act, investment shares of a constrained share cooperative that are owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39 may only be sold after the directors of the cooperative haveascertained whether or not the cooperative has received a reply to a request for information referred to in subsection (7) respecting the shares and considered the reply, if any; andexamined and considered any other records of the cooperative that contain information that would indicate whether the shares are owned contrary to the constraint.For the purpose of subsection 131(1) of the Act, if a constrained share cooperative has sent a notice referred to in subsection (1) to a person shown in the securities register of the cooperative as the holder of investment shares, the cooperative shall, not less than 90 days but not more than 150 days after sending the notice, send to the person by registered mail a further written notice in accordance with subsection (6) respecting the investment shares that the cooperative intends to sell ifthe cooperative has concluded that investment shares in respect of which the notice was sent are owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39; orthe directors of the cooperative have determined that investment shares in respect of which the notice was sent may be owned contrary to the constraint and the cooperative intends to sell all or some of the investment shares under subsection 131(1) of the Act.Where a cooperative sends a notice under subsection (1) or (3), the cooperative shall, at the time the notice is sent, enter or cause to be entered in the securities register of the cooperative the particulars of the notice including the date on which it was sent.The notice referred to in subsection (1) shall containthe name and address of the holder of the investment shares as shown in the securities register of the cooperative;a statement that identifies the certificate representing the investment shares by certificate number or otherwise;a statement indicating that all or some of the investment shares may be sold by the cooperative under subsection 131(1) of the Act if the shares are owned, or the directors of the cooperative determine that the shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39;a statement indicating that the cooperative may conclude that all or some of the investment shares are owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39;a statement indicating that the directors of the cooperative may determine that all or some of the investment shares may be owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39 and that, for the purpose of making the determination, the directors of the cooperative willconsider the reply, if any, to a request for information referred to in subsection (7) respecting the shares, andexamine and consider any other records of the cooperative that contain information that would indicate whether the shares are owned contrary to the constraint;a statement indicating that no investment share in respect of which the notice is sent may be sold under subsection 131(1) of the Act if a transfer of the share is registered in the securities register of the cooperative after the notice was sent, unless the cooperative again complies with the requirements set out in this Part respecting the sale of the share;a statement indicating that no investment share in respect of which the notice is sent may be sold under subsection 131(1) of the Act unless not less than 60 days but not more than 150 days have elapsed from the day on which a notice referred to in subsection (3) is sent to the holder of the share;a statement indicating the earliest date and the latest date on which the cooperative may sell the investment shares, having regard to the requirements set out in section 48;a statement indicating that the investment shares may only be sold on an exchange on which investment shares of the cooperative are listed and posted for trading or, if investment shares of the cooperative are not listed and posted for trading on an exchange, in such a way as to obtain the best sale price available in the circumstances at the time of sale;a statement indicating that, if not all the investment shares of the holder evidenced by a certificate are sold under subsection 131(1) of the Act, a certificate evidencing the investment shares that are not sold will be issued on surrender for cancellation of the certificate evidencing the investment shares sold; anda statement indicating that, immediately on the sale of the investment shares under subsection 131(1) of the Act, the cooperative willregister the transfer or a notice of the sale of the investment shares or cause the transfer or a notice of the sale of the shares to be registered in the securities register of the cooperative, andsend a notice of the sale to the person shown in the securities register of the cooperative as the holder of the shares at the time of sale.The notice referred to in subsection (3) shall containthe name and address of the holder of the investment shares as shown in the securities register of the cooperative;a statement that identifies the certificate evidencing the investment shares by certificate number or otherwise;a statement indicating that all or some of the investment shares may be sold by the cooperative under subsection 131(1) of the Act if the shares are owned, or the directors of the cooperative determine that the shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39;a statement indicating that the cooperative has concluded that the investment shares are owned, or that the directors of the cooperative have determined that the investment shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39 and indicating the reason for the conclusion or determination, as the case may be;a statement indicating that the cooperative intends to sell all or a specified number of the investment shares under subsection 131(1) of the Act;a statement indicating that if, before the sale, the cooperative changes its conclusion that the investment shares are owned, or the directors of the cooperative change their determination that the investment shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39 or there is a change in the reason for the conclusion or determination, the cooperative will send a notice in accordance with subsection 47(1) to the person shown in the securities register of the cooperative as the holder of the investment shares;a statement advising that, unless the person shown in the securities register of the cooperative as the holder of the investment shares receives a notice referred to in paragraph (f), that person and all other interested persons should not assumethat the cooperative has changed its conclusion that the investment shares are owned, or the directors of the cooperative have changed their determination that the investment shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39,that there has been a change in the reason for the conclusion or determination, orthat the cooperative no longer intends to sell the investment shares under subsection 131(1) of the Act;a statement indicating that no investment share in respect of which the notice is sent may be sold under subsection 131(1) of the Act if a transfer of the share is registered in the securities register of the cooperative after the notice referred to in subsection (1) was sent unless the cooperative again complies with the requirements set out in this Part respecting the sale of the share;a statement indicating that no investment share in respect of which the notice is sent may be sold under subsection 131(1) of the Act unless not less than 60 days but not more than 150 days have elapsed from the day on which the notice was sent to the holder of the share; anda statement indicating each of the matters referred to in paragraphs (5)(h) to (k).The notice referred to in subsection (1) shall be accompanied by a request for information as to whether or not the investment shares are owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39.The notice referred to in subsection (3) shall be accompanied by a request for information referred to in subsection (7), unless the cooperative has received the requested information before the notice is sent.A request for information referred to in subsection (7) shall be accompanied by instructions for the furnishing of the information.SOR/2010-128, s. 44
If a constrained share cooperative has sent a further written notice referred to in subsection 46(3) and has not sold, under subsection 131(1) of the Act, any share in respect of which the notice was sent, and if the cooperative changes its conclusion referred to in paragraph 46(3)(a) or its directors change their determination referred to in paragraph 46(3)(b) or if there is a change in the reason for the conclusion or determination, the cooperative shall immediately send by registered mail to the recipient of that notice, a notice of the change to the conclusion, to the determination or to the reason for the conclusion or determination, including the reason for the change.When a cooperative sends a notice under subsection (1), the cooperative shall, at the time the notice is sent, enter or cause to be entered in the securities register of the cooperative the particulars of the notice, including the date on which it was sent.SOR/2001-513, s. 17
No investment share shall be sold by a constrained share cooperative under subsection 131(1) of the Act unlessthe cooperative has sent the notices referred to in subsections 46(1) and (3) to the person shown in the securities register of the cooperative as the holder of the investment share;not less than 150 days but not more than 300 days have elapsed from the day on which the notice referred to in subsection 46(1) was sent to the holder of the investment share;not less than 60 days but not more than 150 days have elapsed from the day on which the notice referred to in subsection 46(3) was sent to the holder of the investment share;the cooperative has concluded that the investment share is owned, or the directors of the cooperative have determined that the investment share may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39 and, at the time of sale, the cooperative has no reasonable grounds on which to change its conclusion or the directors of the cooperative have no reasonable grounds on which to change their determination, as the case may be;the sale takes placeon a stock exchange on which investment shares of the cooperative are listed and posted for trading, orif investment shares of the cooperative are not listed and posted for trading on any stock exchange, in such a way as to obtain the best sale price available in the circumstances at the time of sale; andthe cooperative sells the investment share with a view to obtaining the best sale price available in the circumstances at the time of sale.No investment share in respect of which a notice is sent in accordance with subsection 46(1) shall be sold by a constrained share cooperative under subsection 131(1) of the Act if a transfer of the share is registered in the securities register of the cooperative after the notice was sent, unless the cooperative again complies with the requirements set out in this Part respecting the sale of the share.
Immediately on a sale of investment shares by a constrained share cooperative under subsection 131(1) of the Act, the cooperative shallregister the transfer or a notice of the sale of the shares or cause the transfer or a notice of the sale of the shares to be registered in the securities register of the cooperative; andsend a notice of the sale to the person shown in the securities register of the cooperative as the holder of the shares at the time of the sale.The notice referred to in paragraph (1)(b) shallstate the number of investment shares sold;identify the certificate evidencing the investment shares sold, by certificate number or otherwise;state the date and manner of sale;state the manner in which the person entitled to receive the net proceeds of the sale under subsection 131(1) of the Act may obtain the proceeds;state that the cooperative has concluded that the investment shares were owned, or that the directors determined that the investment shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39 and state the reason why the cooperative so concluded or the directors so determined, as the case may be; andcontain a statement, if not all of the investment shares of the holder evidenced by a certificate were sold, that not all of the shares were sold and that a certificate evidencing the investment shares that were not sold will be issued on surrender for cancellation of the certificate evidencing the investment shares sold.
The proceeds of a sale by a constrained share cooperative under subsection 131(1) of the Act must be invested in an interest bearing account in a body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board or by any other similar entity created by the laws of another province.
Disclosure of Beneficial Ownership
Section 52 applies to a constrained share cooperative that has provisions in its articles imposing a constraint referred to in paragraph (a) or (b) of the definition constraint in section 39.
In order to ascertain the beneficial ownership of investment shares of a constrained share cooperative, its directors mayrequire any person in whose name the investment shares are registered to furnish a statutory declaration under the Canada Evidence Actdeclaring whetherthe shareholder is the beneficial owner of the investment shares or holds them for a beneficial owner,the shareholder is an associate of any other shareholder, andthe shareholder or beneficial owner is a Canadian, andsetting out any further relevant facts; andrequire any person seeking to have a transfer of a voting investment share registered in their name or to have a voting investment share issued to them to furnish a statutory declaration as described in paragraph (a).When a person is required to furnish a declaration under subsection (1), the directors may refuse to register a transfer of a voting investment share in the person’s name or to issue a voting investment share to the person until that person has furnished the declaration.In administering the constrained investment share provisions set out in the articles of a constrained share cooperative, the directors of the cooperative may rely on a statement made in a declaration referred to in subsection (1) or (2).If the directors are required to determine the total number of voting investment shares of a constrained share cooperative that are held by or on behalf of residents of Canada, the directors may rely on the latest address shown in the investment share register to concludein respect of an address that is in Canada, that an individual is a resident of Canada; andin the case of an address that is outside Canada, that an individual is not a resident of Canada.For the purpose of subsection (4), the directors may only rely on the investment share register of the constrained share cooperative as of any date after the day on which the cooperative became a constrained share cooperative, but that date shall not be more than four months before the day on which the determination is made.SOR/2010-128, s. 45
References and Definitions for the Purposes of Section 130 of the Act
For the purpose of paragraph 130(1)(b) of the Act,the following laws of Canada or a province are prescribed:the Canadian Aviation Regulations made under the Aeronautics Act,the Canada Transportation Act and any regulations made under it,the Canada Oil and Gas Land Regulations and the Canada Oil and Gas Drilling and Production Regulations,the Broadcasting Act,the Northern Mineral Exploration Assistance Regulations,section 19 of the Income Tax Act,the Securities Act (Ontario), R.S.O. 1990, c. S.5, and any regulations made under it, as amended from time to time,the Securities Act (Quebec), CQRL c. V-1.1, and any regulations made under it, as amended from time to time, andany other law of Canada that has requirements in relation to Canadian ownership, or any other law of a province, as amended from time to time, that has requirements in relation to Canadian ownership; andfinancial intermediary means a bank, a trust company, a loan company, an insurance company, an investment company, an association and a body corporate carrying on business as a securities broker, a dealer or an underwriter.For the purpose of paragraph 130(1)(c) of the Act, the following laws of Canada are prescribed:the Canada Petroleum Resources Act and any regulations made under it; andthe Canada Transportation Act and any regulations made under it.For the purpose of paragraph 130(1)(d) of the Act, the following laws are prescribed:the Insurance Companies Act and any regulations made under it; andthe Trust and Loan Companies Act and any regulations made under it.For the purpose of subsection 131(1) and paragraph 183(5)(b) of the Act, the following laws are prescribed:the Insurance Companies Act and any regulations made under it;the Trust and Loan Companies Act and any regulations made under it; andthe Income Tax Act and any regulations made under it.SOR/2001-513, s. 18; SOR/2010-128, s. 46; SOR/2016-98, s. 6(E)SOR/2022-40, s. 39
Rules of Procedure for Applications for ExemptionsApplication
This Part applies to every application for an exemption under subsection 4(4) or 167(1), section 248 or subsection 263(2) or 267(2) of the Act.SOR/2022-40, s. 40
Time of Filing Applications
An application for an exemption undersubsection 4(4) of the Act may be made at any time;subsection 167(1) of the Act shall be made before the date of the notice referred to in subsection 165(1) of the Act;section 248 of the Act shall be made at least 60 days before the documents in respect of which the exemption is requested are to be sent to the Director;subsection 263(2) of the Act may be made at any time; andsubsection 267(2) of the Act shall be made at least 30 days before the cooperative is required to comply with Part 8 of the Act.Despite subsection (1), the Director shall extend the time for making an application for an exemption if the applicant establishes that no prejudice will result from the extension.SOR/2022-40, s. 41
Notice by Director of Decision
The Director shall, within 30 days after receipt of an application for an exemption, grant the exemption requested or send to the applicant written notice of the refusal together with reasons for the refusal.
General
The Director may request that an applicant for an exemption furnish the Director with further information or that any other person furnish the Director with information in writing that is relevant to the application.
The Director shall furnish the applicant for an exemption with a copy of any information received from any other person under section 57 and shall allow the applicant a reasonable opportunity to respond in writing.
If an applicant for an exemption or a person from whom the Director has requested information under section 57 does not provide the information within the time specified by the Director, the Director may deal with the application without regard to the information.
For the purpose of section 345 of the Act, the Director is deemed to have refused to grant an exemption if the exemption is not granted or the written notice of the refusal is not sent within the time specified in section 56.
Value of Total Financial Interest
For the purpose of paragraph 337.5(1)(b) of the Act, the prescribed amount of the value of the plaintiff’s total financial interest is $20,000.SOR/2001-513, s. 19; SOR/2010-128, s. 47(E)
Cancellation of Articles and Certificates
For the purpose of subsection 376.2(1) of the Act, the prescribed circumstances are thatthere is an obvious error in the articles or in the related certificate;there is an error in the articles or in the related certificate that was made by the Director;the cancellation of the articles and related certificate is ordered by a court; orthe Director lacked the authority to issue the articles and related certificate.For the purpose of subsection 376.2(3) of the Act, the prescribed circumstances are that there is no dispute among the directors, members or shareholders as to the circumstances of the request for cancellation andthe cooperative has not used the articles and related certificate; orif it has used them, anyone dealing with the cooperative on the basis of the articles and related certificate has consented to the cancellation.SOR/2001-513, s. 19; SOR/2010-128, s. 48
Prescribed Fees
The fee payable in respect of a service set out in column 1 of Schedule 3 is the applicable fee set out in column 2.There is no fee payable in respect of the following services:the receipt and examination by the Director of articles of amendment sent under subsection 291(1) of the Act, if the only purpose of the amendment is to do one or more of the following:add an English or French version to the cooperative’s name, orchange the cooperative’s name as directed by the Director under subsection 24(1) or (3) of the Act;receipt and examination by the Director of documents sent under subsection 376.1(1) of the Act or a request for correction referred to in subsection 376.1(3) of the Act, if the correction relates solely to an error made by the Director;receipt and examination by the Director of a request for a cancellation referred to in subsection 376.2(1) of the Act, in the circumstance referred to in paragraph 60.2(1)(b) of these Regulations; orprovision by the Director ofan uncertified copy or uncertified extract under subsection 377(2) of the Act, if it is requested by a department or agency of the government of Canada or of the government of a province, by a municipality in Canada or by a police or law enforcement agency in Canada, oran uncertified copy or uncertified extract of a profile of a cooperative generated by the Director.SOR/2001-513, s. 20(E); SOR/2010-128, ss. 49, 63(E)SOR/2019-226, s. 1
On April 1, 2024 and every five years after that date, the fees set out in column 2 of Schedule 3 are to be increased by one per cent and rounded down to the nearest multiple of five dollars.SOR/2019-226, s. 1
Prescribed Interest
For the purpose of subsection 302(25) of the Act,the rate of interest for any month is the rate per annum that is the aggregate of 3% per annum and the Bank of Canada rate in effect on the third Wednesday of the month before the month in respect of which the interest is computed; andthe interest shall be calculated on a monthly basis for each month or part of a month, beginning on the day on which the resolution is adopted and ending on the day on which full payment is made.
Coming into Force
These Regulations come into force on December 31, 1999.
[Repealed, SOR/2008-315, s. 14][Repealed, SOR/2008-315, s. 14](Subsection 61(1) and section 61.1)FeesItemColumn 1Column 2Service under the ActFee ($)1Receipt and examination by the Director ofan application made under subsection 4(4) or 167(1), section 248 or subsection 263(2) or a request for an exemption referred to in subsection 267(2)250an application for incorporation sent under section 10250articles of amendment sent under subsection 126(5) or 291(1) or articles of reorganization sent under subsection 303(5)250articles of continuance sent under subsection 285(4)250articles of continuance and articles of amalgamation sent under subsection 285(5)250a request for a document evidencing the satisfaction of the Director for the purpose of subsection 287(1)250restated articles of incorporation sent under subsection 294(2)100articles of amalgamation sent under subsection 299(1)250articles of arrangement sent under subsection 304(7)500articles of revival sent under subsection 308(2)250a statement of revocation of intent to dissolve sent under subsection 310(10)100an annual return sent under section 37412a request for a certificate referred to in subsection 375(1)20documents sent under subsection 376.1(1) or a request referred to in subsection 376.1(3)250a request for a cancellation referred to in subsection 376.2(1) or a request referred to in subsection 376.2(3)2502Provision by the Director of an uncertified copy or uncertified extract under subsection 377(2), if requested using any means other than the Director’s online service, per copy or extract53Provision by the Director of a certified copy or certified extract under subsection 377(2)if requested using the Director’s online service, per copy or extract10if requested using any other means, per copy or extract40
SOR/2001-513, ss. 21 to 23; SOR/2010-128, ss. 50, 51, 63(E)SOR/2019-226, s. 2(Subsection 1.1(1))Reporting IssuerColumn 1Column 2ItemJurisdictionLegislation1Ontariothe definition reporting issuer in subsection 1(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended from time to time2Quebecthe definition reporting issuer in sections 5 and 68 of the Securities Act, CQLR, c. V-1.1, as amended from time to time3Nova Scotiathe definition reporting issuer in paragraph 2(1)(ao) of the Securities Act, R.S.N.S. 1989, c. 418, as amended from time to time3.1New Brunswickthe definition reporting issuer in subsection 1(1) of the Securities Act, S.N.B. 2004, c. S-5.5, as amended from time to time4Manitobathe definition reporting issuer in subsection 1(1) of The Securities Act, C.C.S.M. c. S50, as amended from time to time5British Columbiathe definition reporting issuer in subsection 1(1) of the Securities Act, R.S.B.C. 1996, c. 418, as amended from time to time5.1Prince Edward Islandthe definition reporting issuer in paragraph 1(1)(zz) of the Securities Act, R.S.P.E.I. 1988, c. S-3.1, as amended from time to time6Saskatchewanthe definition reporting issuer in paragraph 2(1)(qq) of The Securities Act, 1988, S.S. 1988-89, c. S-42.2, as amended from time to time7Albertathe definition reporting issuer in paragraph 1(ccc) of the Securities Act, R.S.A. 2000, c. S-4, as amended from time to time8Newfoundland and Labradorthe definition reporting issuer in paragraph 2(1)(oo) of the Securities Act, R.S.N.L. 1990, c. S-13, as amended from time to time9Yukonthe definition reporting issuer in subsection 1(1) of the Securities Act, SY 2007, c. 16, as amended from time to time10Northwest Territoriesthe definition reporting issuer in subsection 1(1) of the Securities Act, S.N.W.T. 2008, c. 10, as amended from time to time11Nunavutthe definition reporting issuer in subsection 1(1) of the Securities Act, S.Nu. 2008, c. 12, as amended from time to time
SOR/2001-513, s. 24; SOR/2010-128, ss. 52(F), 53(F), 54, 55(F), 56SOR/2019-117, s. 4SOR/2019-117, s. 5SOR/2019-117, s. 6(Subsection 23.3(2))Take-over BidsColumn 1Column 2ItemJurisdictionLegislation1Ontariothe definition take-over bid in subsection 89(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended from time to time2Quebecthe definition take-over bid in section 110 of the Securities Act, CQRL c. V-1.1, as amended from time to time3Nova Scotiathe definition take-over bid in paragraph 95(c) of the Securities Act, R.S.N.S. 1989, c. 418, as amended from time to time3.1New Brunswickthe definition take-over bid in section 106 of the Securities Act, S.N.B. 2004, c. S-5.5, as amended from time to time4Manitobathe definition take-over bid in section 80 of The Securities Act, C.C.S.M. c. S50, as amended from time to time5British Columbiathe definition take-over bid in subsection 92(1) of the Securities Act, R.S.B.C. 1996, c. 418, as amended from time to time6Saskatchewanthe definition take-over bid in paragraph 98(c) of The Securities Act, 1988, S.S. 1988-89, c. S-42.2, as amended from time to time7Albertathe definition take-over bid in paragraph 158(c) of the Securities Act, R.S.A. 2000, c. S-4, as amended from time to time8Newfoundland and Labradorthe definition take-over bid in paragraph 90(c) of the Securities Act, R.S.N.L. 1990, c. S-13, as amended from time to time9Yukonthe definition take-over bid in section 196 of the Business Corporations Act, R.S.Y. 2002, c. 20, as amended from time to time10Northwest Territoriesthe definition take-over bid in section 196 of the Business Corporations Act, S.N.W.T. 1996, c. 19, as amended from time to time11Nunavutthe definition take-over bid in section 196 of the Business Corporations Act (Nunavut) S.N.W.T. 1996, c. 19, as amended from time to time
SOR/2001-513, s. 24; SOR/2010-128, ss. 57(F), 58(F), 59, 60(F), 61, 62(F)SOR/2022-40, s. 42SOR/2022-402022-08-31SOR/2019-2262020-01-152014, c. 20, s. 366(3)2019-06-17SOR/2019-1172019-05-06