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

Procedure

Marginal note:Quorum

• 62 (1) Unless the by-laws provide otherwise, a quorum is present at a meeting of the cooperative if persons holding a majority of the voting rights that may be exercised at the meeting are present in person or represented in a manner provided for by this Act or permitted by the by-laws.

• Marginal note:Opening quorum sufficient

  (2) If a quorum is present at the opening of a meeting, the persons who are present and entitled to vote may, unless the by-laws provide otherwise, proceed with the business of the meeting even though a quorum is not present throughout the meeting.

• Marginal note:Adjournment

  (3) If a quorum is not present at the opening of a meeting, the persons who are present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.

Marginal note:Representative

• 63 (1) If an entity is entitled to vote at a meeting of a cooperative, the cooperative must recognize any individual authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of the cooperative.

• Marginal note:Powers of representative

  (2) An individual who is authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were an individual.

Marginal note:Joint voting — members

• 64 (1) Unless the by-laws provide otherwise, each joint member may vote at a meeting of members.

• Marginal note:Joint voting — shareholders

  (2) Unless the articles provide otherwise, if two or more persons hold investment shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the others, vote the investment shares, but if two or more of those persons who are present vote, in person or by proxy, they vote as one on the investment shares jointly held by them.

Marginal note:Voting by show of hands

• 65 (1) Unless the by-laws provide otherwise, voting at a meeting of a cooperative takes place by a show of hands except when a ballot is demanded by a person who is entitled to vote at the meeting.

• Marginal note:Ballot

  (2) A person who is entitled to vote at a meeting may demand a ballot either before or after a vote by show of hands.

• Marginal note:Electronic voting

  (3) Despite subsection (1), unless the by-laws provide otherwise, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the cooperative makes available such a communication facility.

• Marginal note:Voting while participating electronically

  (4) Unless the by-laws otherwise provide, a member or shareholder participating in a meeting of the cooperative under subsection 48(3) or (3.1) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the cooperative has made available for that purpose.

Marginal note:Resolution in lieu of meeting

• 66 (1) Unless the by-laws provide otherwise, and except when a written statement is submitted under section 89 or subsection 260(4), a resolution in writing signed by all the persons who are entitled to vote on that resolution at a meeting of the cooperative is as valid as if it had been passed at such a meeting.

• Marginal note:Resolution

  (2) Unless the by-laws provide otherwise, and except when a written statement is submitted under section 89 or subsection 260(4), a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of a cooperative, and signed by all the persons who are entitled to vote at the meeting, satisfies all the requirements of this Act relating to meetings.

• Marginal note:Copies of resolutions

  (3) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meeting.

Marginal note:Evidence

67 Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

Marginal note:One shareholder meeting

68 If a cooperative has only one shareholder, or only one holder of any class or series of investment shares, the shareholder present in person or represented by proxy constitutes a meeting of the shareholders or a meeting of shareholders of that class or series.

Requisitions

Marginal note:Requisition of meeting

• 69 (1) Two or more persons who together hold not less than five per cent of the voting rights that could be exercised at a meeting of a cooperative may requisition the directors to call such a meeting for the purposes stated in the requisition.

• Marginal note:Form

  (2) The requisition

  • (a) must state the business to be transacted at the meeting and be sent to each director and to the registered office of the cooperative; and

  • (b) may consist of several documents of like form, each signed by one or more persons who are entitled to vote at the meeting.

• Marginal note:Directors calling meeting

  (3) On receipt of the requisition, the directors must call a meeting to transact the business stated in the requisition unless

  • (a) the directors have called a meeting and given notice of it under section 52;

  • (b) the business of the meeting as stated in the requisition includes matters described in any of paragraphs 58(4)(b) to (e); or

  • (c) the business of the meeting as stated in the requisition includes a matter

    • (i) in the case of a requisition by a member, outside the powers of the members, and

    • (ii) in the case of a requisition by a shareholder, outside the powers of the shareholders.

• Marginal note:Member or shareholder calling meeting

  (4) If the directors do not call a meeting within twenty-one days after receiving the requisition, any person who signed the requisition may call the meeting unless any of paragraphs (3)(a) to (c) applies.

• Marginal note:Procedure

  (5) A meeting called under this section must be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, a unanimous agreement and this Act.

• Marginal note:Reimbursement

  (6) Unless the persons who are present and entitled to vote at a meeting called under subsection (4) resolve otherwise, the cooperative must reimburse the persons who signed the requisition for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

Other Methods of Calling Meetings

70 [Repealed, 2001, c. 14, s. 157]

Marginal note:Meeting called by court

• 71 (1) A court, on the application of a director or a person who is entitled to vote at a meeting, may order a meeting of a cooperative to be called, held and conducted within the time and in the manner that the court directs, if

  • (a) it is not feasible to call the meeting within the time or in the manner in which those meetings are to be called;

  • (b) it is not feasible to conduct the meeting in the manner required by this Act or the by-laws; or

  • (c) the court thinks the meeting should be called, held and conducted in the manner it directs for any other reason.

• Marginal note:Varying quorum

  (2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section.

• Marginal note:Valid meeting

  (3) A meeting called, held and conducted under this section is for all purposes a meeting duly called, held and conducted.

Marginal note:Court review of election

• 72 (1) A cooperative, a director or any person who is entitled to vote in the election or appointment of a director or an auditor may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the cooperative.

• Marginal note:Powers of court

  (2) On an application under subsection (1), a court may make any order it thinks fit, including an order

  • (a) restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

  • (b) declaring the result of a disputed election or appointment;

  • (c) requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the cooperative until a new election is held or a new appointment is made; or

  • (d) determining the voting rights of persons claiming to be entitled to vote.

By-laws

Marginal note:Making or amendment of by-law by members

• 73 (1) The members may, by special resolution, make, amend or repeal any by-law that regulates the business and affairs of the cooperative.

• Marginal note:Making or amendment of by-law by directors

  (2) Unless the by-laws of a cooperative provide otherwise, the directors may, by special resolution, make a by-law or amend a by-law of the cooperative, but only if the by-law or amendment is not contrary to a by-law made by the members.

• Marginal note:Approval

  (3) The directors must present a by-law or an amendment to a by-law that is made under subsection (2) to the members at the next meeting of members and the members may, by special resolution, confirm or amend it.

• Marginal note:By-law not confirmed

  (4) If a by-law or an amendment to a by-law made by the directors is not confirmed, with or without amendments, under subsection (3), the by-law or amendment is repealed as of the date of the meeting of members at which it was not confirmed.

Marginal note:Proposal of by-law

74 A member may, in accordance with section 58, make a proposal to make, amend or repeal a by-law.

Marginal note:Effective date of by-law

• 75 (1) A by-law or an amendment to or repeal of a by-law made by the members is effective from the later of the date of the resolution made under subsection 73(1) and the date specified in the by-law, amendment or repeal.

• Marginal note:Effective date of by-law

  (2) A by-law or an amendment to a by-law made by the directors is effective from the later of the date the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, with or without amendment, under subsection 73(3) or repealed under subsection 73(4) and, if the by-law is confirmed, or confirmed as amended, it is in effect in the form in which it was so confirmed.

• Marginal note:If by-law not approved

  (3) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is not submitted by the directors to the next meeting of the members as required under subsection 73(3), the by-law or amendment ceases to be effective from the date of that meeting.

• Marginal note:New resolution of directors

  (4) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is repealed under subsection 73(4) or ceases to be effective under subsection (3), no subsequent resolution of the directors to make or amend a by-law that has substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members.

PART 7Directors and Officers

General Provisions

Marginal note:Number of directors

• 76 (1) A cooperative must have at least three directors or any greater minimum number that is set out in the articles.

• Marginal note:Effect of decrease

  (2) If the articles are amended to decrease the number of directors, the term of any incumbent director is not affected.

• Marginal note:Effect of increase

  (3) At a meeting to amend the articles to increase the number of directors, the persons who are entitled to do so may elect or appoint the additional number of directors.

Marginal note:Directors as members

77 Not less than two thirds of the directors, or any greater proportion that is provided for by the articles, must be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities.

Marginal note:Qualifications

• 78 (1) A person is not qualified to be a director if the person

  • (a) is not an individual;

  • (b) is less than eighteen years of age;

  • (c) is incapable; or

  • (d) has the status of bankrupt.

• Marginal note:Additional qualifications

  (2) A cooperative may provide in its by-laws for qualifications or disqualifications of directors in addition to those in subsection (1).

• Marginal note:Status of directors

  (3) Unless Part 21 applies to a cooperative, a majority of the directors must be individuals who are not full-time officers or employees of the cooperative.

• Marginal note:Resident in Canada

  (4) At least twenty-five per cent of the directors must be resident in Canada. However, if the cooperative has only three directors, at least one director must be resident in Canada.

• Marginal note:Member election

  (5) Subject to subsections 124(3) and (4), all directors are to be elected by the members.

Marginal note:Functions of directors

79 Subject to this Act and to the articles and any unanimous agreement, the directors manage or supervise the management of the business and affairs of the cooperative.

Marginal note:Duties

• 80 (1) Every director and officer must, in exercising the powers and performing the duties of office,

  • (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.

• Marginal note:Duty of compliance

  (2) Every director and officer must comply with this Act, the articles, the by-laws and any unanimous agreement.

• Marginal note:No exculpation

  (3) Subject to subsection 115(5), no provision in a contract, the articles, the by-laws, a unanimous agreement or a resolution relieves a director or officer from complying with this Act and the regulations or from liability for non-compliance.