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

Marginal note:Refusal to include proposal

• 60 (1) If a cooperative refuses to include a proposal in a notice of a meeting referred to in section 52, the cooperative must, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of ownership under subsection 58(2.4), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the notice and of the reasons for the refusal.

• Marginal note:Restraining order by court

  (2) On the application of a person submitting a proposal who claims to be aggrieved by a cooperative’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order it thinks fit.

• Marginal note:Order to omit proposal from notice

  (3) A cooperative or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the cooperative to omit the proposal from a notice of meeting, and the court, if it is satisfied that subsection 58(4) applies, may make any order that it thinks fit.

Lists

Marginal note:List of persons entitled to receive notice

• 61 (1) A cooperative must prepare an alphabetical list of its members as of the record date established under subsection 51(2) or, if the by-laws provide for delegates, of the delegates, who are entitled to receive notice of and vote at a meeting of members.

• Marginal note:Entitlement to vote — members’ meetings

  (2) Subject to subsection 7(3), a member or delegate whose name appears on the list referred to in subsection (1) is entitled to one vote at a meeting of members.

• Marginal note:List of shareholders entitled to vote

  (3) If a record date for voting is fixed under subsection 51(4), a cooperative must prepare, no later than ten days after the record date, an alphabetical list of shareholders who are entitled to vote as of the record date at a meeting of shareholders that shows the number of investment shares held by each shareholder.

• Marginal note:Entitlement to vote

  (4) A shareholder named in the list referred to in subsection (3) is entitled to vote the investment shares opposite their name at the meeting to which the list relates.

• Marginal note:List of shareholders entitled to receive notice

  (5) If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than 10 days after the record date for notice of a meeting that is fixed under subsection 51(3) or not later than the record date that is referred to in subsection 51(5), as the case may be, an alphabetical list of shareholders who are entitled to receive notice of a meeting of shareholders as of the record date that shows the number of shares held by each shareholder.

• Marginal note:Entitlement to vote

  (6) A shareholder whose name appears on the list referred to in subsection (5) is entitled to vote the investment shares shown opposite their name at the meeting to which the list relates, except to the extent that

  • (a) the shareholder has transferred the ownership of any of those investment shares after the record date, and

  • (b) the transferee of those investment shares demands, not later than ten days before the meeting, or any shorter period that the by-laws of the cooperative provide, that the transferee’s name be included in the list before the meeting and produces properly endorsed investment share certificates or otherwise establishes that the transferee owns the investment shares,

  in which case the transferee may vote the shares at the meeting.

• Marginal note:Examination of list

  (7) A person who is entitled to vote at a meeting of a cooperative may examine a list that relates to the meeting

  • (a) during usual business hours at the registered office of the cooperative or at the place where its records of members and shareholders are maintained; and

  • (b) at the meeting for which the list was prepared.

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.