Interpretation

1 In these Regulations, Act means the Canada Cooperatives Act.

• 1.1 (1) For the purpose of the definition distributing cooperative in subsection 2(1) of the Act and subject to subsections 4(4) and (5) of the Act and subsection (2) of this section, distributing cooperative means

  • (a) a cooperative that is a “reporting issuer” under any legislation that is set out in column 2 of an item of Schedule 4; or

  • (b) in the case of a cooperative that is not a “reporting issuer” referred to in paragraph (a), a cooperative

    • (i) that has filed a prospectus or registration statement under provincial legislation or under the laws of a jurisdiction outside Canada,

    • (ii) any of the securities of which are listed and posted for trading on a stock exchange in or outside Canada, or

    • (iii) that 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.

• (2) 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).

PART 1Electronic Transmission of Documents Sent to and Issued by the Director

General

2 In sections 3 to 7, electronic means electrical, digital, magnetic, optical, electromagnetic, facsimile or any other form of technology with similar capabilities that permits transmission of notices or documents.

3 [Repealed, SOR/2001-513, s. 4]

4 A notice or document may be submitted to or issued by the Director in electronic form if

• (a) the information contained in it is the same as or equivalent to the information that would have been provided if it had been submitted or issued in paper form;

• (b) when the notice or document is required under the Act to be signed, it complies with the provisions of subsections 6(2) to (4); and

• (c) it is submitted or issued in the manner fixed by the Director under subsection 368(2) of the Act.

5 A notice or document that is submitted to or issued by the Director in electronic form shall be accompanied by a cover page in the manner fixed by the Director under subsection 368(2) of the Act.

• 6 (1) A notice or document, other than a Director’s certificate, that is required under the Act to be signed, that was produced in paper form and that is submitted to the Director in electronic form shall bear a reproduction of the manual signature.

• (2) A notice or document, other than a Director’s certificate, that is required under the Act to be signed, that was produced in electronic form and that is submitted to the Director in electronic form shall bear

  • (a) the typed name of the person who signed it, if, before it is submitted in electronic form, the notice or document is produced in paper form, is manually signed and is maintained in the records of the cooperative in accordance with section 31 of the Act; or

  • (b) an electronic digital signature or other personal identifier produced in a manner fixed by the Director under subsection 368(2) of the Act.

• (3) On request, an electronic filer or the cooperative shall furnish the Director with any notice or document referred to in paragraph (2)(a).

• (4) A certificate that is issued by the Director under section 365 of the Act in electronic form shall bear

  • (a) a reproduction of the Director’s manual signature; or

  • (b) an electronic signature or other personal identifier produced in the manner fixed by the Director under subsection 368(2) of the Act.

• 7 (1) A notice or document submitted to the Director in electronic form is deemed to have been received on the date and time it is received by the Director at a location or electronic address fixed by the Director under subsection 368(2) of the Act.

• (2) If the local time of the place from which a notice or document is transmitted in electronic form is different from the local time of the place where the notice or document is received by the Director, the date and time of the transmission shall be determined according to the local time of the place where the Director received the transmission.

Electronic Documents

7.1 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.

7.2 For the purpose of paragraph 361.3(2)(a) of the Act, the consent shall be in writing.

• 7.3 (1) For the purpose of paragraph 361.3(2)(b) of the Act, an electronic document need not be provided to the designated information system if

  • (a) the document is posted on or made available through a generally accessible electronic source, such as a web site; and

  • (b) the addressee is provided with notice in writing of the availability and location of that electronic document.

• (2) Subsection (1) does not apply to a notice, document or other information provided under section 7.5.

7.4 For the purpose of subsection 361.3(3) of the Act, an addressee shall revoke his or her consent in writing.

7.5 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.

7.6 For the purpose of Part 21.1 of the Act, when a notice, document or other information is required under the Act to be sent to a specific place, an electronic document may be sent instead to an information system designated for that purpose.

7.7 For the purpose of Part 21.1 of the Act, an electronic document is considered to have been provided to a person when it leaves an information system within the control of the originator or another person who provided it on behalf of the originator.

7.8 For the purpose of Part 21.1 of the Act, an electronic document is considered to have been received

• (a) when it enters the information system designated by the addressee; or

• (b) if the document is posted on or made available through a generally accessible electronic source, when the notice referred to in paragraph 7.3(1)(b) is received by the addressee or, if sent electronically, when the notice enters the information system designated by the addressee.

Retention of Records

7.9 For the purpose of subsection 378(3) of the Act, the prescribed period is six years after the date on which the Director receives the document.

PART 2Names

Interpretation

8 The definitions in this section apply in this Part.

confusing

confusing, in relation to a cooperative name, means a name the use of which causes confusion with a trade-mark or trade-name in the manner described in section 9. (prêter à confusion)

distinctive

distinctive, in relation to a trade-name, means a trade-name that distinguishes the business in association with which it is used by its owner from any other business or that is adapted so as to distinguish them from each other. (distinctif)

official mark

official mark means an official mark within the meaning of subparagraph 9(1)(n)(iii) of the Trade-marks Act. (marque officielle)

secondary meaning

secondary meaning, in relation to a trade-name, means a trade-name that has been used in Canada or elsewhere by an applicant or an applicant’s predecessors so as to have become distinctive in Canada as of the date of filing an application for a cooperative name. (sens dérivé)

trade-mark

trade-mark means a trade-mark as defined in section 2 of the Trade-marks Act. (marque de commerce)

trade-name

trade-name means the name under which a business is carried on, whether it is the name of a cooperative or the name of a body corporate, a trust, a partnership, a sole proprietorship or an individual. (nom commercial)

use

use means actual use by a person that carries on business in Canada or elsewhere. (emploi)

Confusion of Names

9 A cooperative name is confusing with

• (a) a trade-mark if the use of both the cooperative name and the trade-mark 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 trade-mark are one business, whether or not the nature of the business of each is generally the same; or

• (b) a trade-name 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.

Consideration of Whole Name

10 When determining whether a trade-name is distinctive, the name as a whole and not only its separate elements shall be considered.

Prohibited Names

11 For the purpose of paragraph 23(a) of the Act, a cooperative name is prohibited in respect of a request to reserve a name, or in respect of an application for revival under section 308 of the Act, if it is the same as, or is confusing with, a cooperative name that has, before the date of the request, been reserved by the Director for another person, unless

• (a) written consent has been obtained from the person for whom the name was reserved; or

• (b) the 90-day reservation period referred to in section 22 of the Act has expired without the person for whom the name was reserved having renewed the request to reserve the cooperative name.

12 For the purpose of paragraph 23(a) of the Act, a cooperative name is prohibited if the name contains any of the following:

• (a) “Air Canada”;

• (b) “Canada Standard” or “CS”;

• (c) “Parliament Hill” or “Colline du Parlement”;

• (d) “Royal Canadian Mounted Police”, “Gendarmerie royale du Canada”, “RCMP” or “GRC”; or

• (e) “United Nations”, “Nations Unies”, “UN” or “ONU”.

13 For the purpose of paragraph 23(a) of the Act, a cooperative name is prohibited if it connotes that the cooperative

• (a) carries on business under royal, vice-regal or governmental patronage, approval or authority, unless the appropriate government department or agency consents in writing to the use of the name;

• (b) is sponsored or controlled by or is affiliated 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;

• (c) is sponsored or controlled by or is affiliated with a university or an association of accountants, architects, engineers, lawyers, physicians, surgeons or an other 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; or

• (d) carries on the business of a bank, loan company, insurance company, trust company or other financial intermediary or a stock exchange that is regulated by a law of Canada or a province, unless the appropriate government department or agency consents in writing to the use of the name.

14 For the purpose of paragraph 23(a) of the Act, a cooperative name is prohibited if it contains a word or phrase, or connotes a business, that is obscene.

• 15 (1) Subject to subsection (2), and for the purpose of paragraph 23(a) of the Act and these Regulations, a cooperative name is prohibited if the cooperative name is not distinctive because it is

  • (a) 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;

  • (b) primarily or only the name or surname, used alone, of an individual who is living or has died within 30 years before the date of the request to the Director for that name; or

  • (c) primarily or only a geographic name, used alone.

• (2) Subsection (1) does not apply if a person requesting the reservation of a cooperative name establishes that it has, through use, acquired and continues at the time of the request to have secondary meaning.

16 For the purpose of paragraph 23(a) of the Act, a cooperative name is prohibited if it is confusing having regard to all the circumstances, including

• (a) the inherent distinctiveness of the whole or any elements of a trade-mark or trade-name and the extent to which it has become known;

• (b) the length of time the trade-mark or trade-name has been in use;

• (c) the nature of the goods or services associated with a trade-mark or the nature of the business carried on under or associated with a trade-name, including the likelihood of any competition among businesses using the trade-mark or trade-name;

• (d) the nature of the trade with which a trade-mark or trade-name is associated, including the nature of the products or services and the means by which they are offered or distributed;

• (e) the degree of resemblance between the proposed cooperative name and a trade-mark or trade-name in appearance or sound or in the ideas suggested by them; and

• (f) the territorial area in Canada in which the proposed cooperative name or an existing trade-name is likely to be used.

• 17 (1) For the purpose of paragraph 23(a) of the Act, a cooperative name is prohibited if an element of the name is the family name of an individual, whether or not preceded by the individual’s given name or initials, unless the individual or their heir or legal representative consents in writing to the use of the name and, subject to subsection (2), the individual has or had a material interest in the cooperative.

• (2) The individual is not required to have a material interest in the cooperative if Part 20 of the Act applies to the cooperative or the individual is a recognized cooperative leader.

18 For the purposes of paragraph 23(a) of the Act,

• (a) a cooperative name is prohibited if its use is likely to lead to the inference that the business carried on or intended to be carried on under it and the business of a body corporate that is dissolved are one business, whether or not the nature of their businesses is generally the same; and

• (b) the name of a cooperative that is revived under section 308 of the Act is prohibited if it is confusing with a name acquired by another body corporate during the period beginning on the date of dissolution and ending on the date of revival of the revived cooperative.

19 For the purpose of paragraph 23(a) of the Act, 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 date of a request for a cooperative name is prohibited, unless the body corporate that has that name

• (a) consents in writing to the use of the name, and the name is not otherwise prohibited; and

• (b) undertakes in writing to dissolve immediately or to change its name before the cooperative proposing to use the name begins to use it, and the name is not otherwise prohibited.

20 For the purpose of paragraph 23(a) of the Act, a cooperative name that contains a word that is the same as or similar to a distinctive element of an existing trade-mark, official mark or trade-name and is confusing with the trade-mark, official mark or trade-name is prohibited, unless the person who owns the trade-mark, official mark or trade-name consents in writing to the use of the cooperative name, and the name is not otherwise prohibited.

• 21 (1) For the purpose of paragraph 23(a) of the Act, a cooperative name that is confusing with the name of a body corporate is prohibited, unless

  • (a) the cooperative name is the name of an existing or 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 corporate name and undertakes in writing to dissolve or to change its corporate name before the successor cooperative begins carrying on business under that name;

  • (b) subject to subsection (2), the 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; and

  • (c) the cooperative name is not otherwise prohibited.

• (2) The reference in a cooperative name to the year of incorporation or the year of the most recent amendment to the cooperative name may be deleted two years after its use is introduced, if the cooperative name so changed is not confusing.

• 22 (1) For the purpose of paragraph 23(a) of the Act, if two or more cooperatives amalgamate, the name of the amalgamated cooperative is prohibited if the new name is confusing or is otherwise prohibited.

• (2) Despite subsection (1), the new cooperative name may be the same as the name of one of the amalgamating cooperatives.

• (3) For the purpose of paragraph 23(a) of the Act, if an existing cooperative has acquired or will, in the immediate future, acquire all or substantially all of the property of an affiliated body corporate, the use by the cooperative of the name of the affiliated body corporate is prohibited unless

  • (a) the body corporate undertakes in writing to dissolve or change its name before the cooperative begins using the name as a cooperative name; and

  • (b) the cooperative name is not otherwise prohibited.

• (4) For the purpose of paragraph 23(a) of the Act, if a proposed cooperative will, in the immediate future, acquire all or substantially all of the property of a body corporate that is to be an affiliate of the proposed cooperative, the use by the proposed cooperative of the name of the affiliated body corporate is prohibited unless

  • (a) the body corporate undertakes in writing to dissolve or change its name before the cooperative begins using the name as a cooperative name; and

  • (b) the cooperative name is not otherwise prohibited.

Deceptively Misdescriptive Names

23 For the purpose of paragraph 23(a) of the Act, a cooperative name is deceptively misdescriptive if it is likely to mislead the public, in any language, with respect to

• (a) the business, goods or services in association with which it is proposed to be used;

• (b) 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 those goods or services; or

• (c) the place of origin of those goods or services.

Criteria for English and French Forms

23.1 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.

PART 2.1Insider Trading

23.2 For the purpose of paragraph 171(2)(a) of the Act, the prescribed percentage of voting rights is 10%.

• 23.3 (1) For the purpose of paragraph 173(1)(e) of the Act, the prescribed percentage of voting rights is 10%.

• (2) 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.

• (3) For the purpose of paragraph 173(4)(c) of the Act, the prescribed circumstances are that the insider

  • (a) entered into the purchase or sale as an agent pursuant to a specific unsolicited order to purchase or sell;

  • (b) 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;

  • (c) made the purchase or sale to fulfil a legally binding obligation that the insider entered into before the acquisition of the confidential information; or

  • (d) purchased or sold the security as agent or trustee in the circumstances described in paragraph (b) or (c).

PART 2.2Meetings

Record Date

• 23.4 (1) Subject to subsection (3), 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 particular action to be taken.

• (2) 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.

• (3) For the purpose of subsection 51(6) of the Act, the prescribed period for the directors to provide notice of the record date shall begin not less than seven days before the date fixed.

Notice of Meetings

23.5 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.

Communication Facilities

23.6 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 facility

• (a) enables the votes to be gathered in a manner that permits their subsequent verification; and

• (b) permits 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.

PART 2.3Proposals

• 23.7 (1) For the purposes of subsection 58(2.1) and paragraph 372(1)(d.1) of the Act,

  • (a) the prescribed number of investment shares is the number of voting investment shares

    • (i) that 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, or

    • (ii) whose 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; and

  • (b) the prescribed period is the six-month period immediately before the day on which the person other than a member submits the proposal.

• (2) For the purpose of subsection 58(2.4) of the Act,

  • (a) 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; and

  • (b) the person who submits the proposal shall provide the proof within 21 days after the cooperative’s request.

• (3) 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.

• (4) For the purpose of paragraph 58(4)(a) of the Act, the prescribed number of days for submitting a proposal to the cooperative is at least 90 days before the anniversary date.

• (5) For the purpose of paragraph 58(4)(c) of the Act, the prescribed period before the receipt of a proposal is two years.

• (6) 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 is

  • (a) 3% 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;

  • (b) 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; and

  • (c) 10% 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.

• (7) For the purpose of paragraph 58(4)(d) of the Act, the prescribed period within which an annual meeting of members or a meeting of shareholders must be held is five years before the receipt of a proposal.

• (8) 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.

23.8 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.

PART 3Proxies and Proxy Solicitation

Form of Proxy

• 24 (1) A form of proxy under Part 9 of the Act shall indicate, in bold-face type,

  • (a) the meeting at which it is to be used; and

  • (b) whether the proxy is solicited by or on behalf of the management of the cooperative.

• (2) A form of proxy shall contain a designated blank space for a date and shall state that, if it is not dated in the space, it is deemed to bear the date on which it is mailed by the person making the solicitation.

• (3) A form of proxy, an accompanying management proxy circular or a dissident’s proxy circular shall state, in bold-face type, that the shareholder may appoint a proxyholder other than a person designated in the form of proxy to attend and act on the shareholder’s behalf at the meeting, and shall contain instructions as to the manner in which the shareholder may make the appointment.

• (4) If a form of proxy designates a person as proxyholder, it shall provide a means for the shareholder to designate another person as proxyholder.

• (5) A form of proxy shall provide a means for the shareholder to specify that the shares registered in the shareholder’s name are to be voted for or against each matter or group of related matters identified in the notice of meeting, a management proxy circular, a dissident’s proxy circular or a proposal under section 58 of the Act, other than the election of directors who are to be elected by the shareholders.

• (6) A form of proxy may confer authority with respect to matters for which a choice is not provided in accordance with subsection (5) if the form of proxy, the management proxy circular or the dissident’s proxy circular states, in bold-face type, how the proxyholder will vote the shares in respect of each matter or group of related matters.

• (7) A form of proxy shall provide a means for the shareholder to specify that the shares registered in the shareholder’s name are to be voted or withheld from voting in respect of the election of directors who are to be elected by the shareholders.

• (8) A form of proxy, an accompanying management proxy circular or a dissident’s proxy circular shall state that the investment shares represented by the proxy will be voted or withheld from voting, in accordance with the instructions of the shareholder, on any ballot that may be called for and that, if the shareholder specifies a choice under subsection (5) or (7) with respect to any matter to be acted on, the shares will be voted accordingly.

• (9) If a document referred to in subsection (1), (3) or (6) is sent in electronic form, the requirement in that subsection that certain information be set out in bold-face type is satisfied if the information is set out in some other manner so as to draw the attention of the addressee to the information.

25 A form of proxy may confer discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting if

• (a) the person by whom or on whose behalf the solicitation is made is not aware, within a reasonable time before the solicitation, that the amendments or other matters are to be presented for action at the meeting; and

• (b) the form of proxy, the management proxy circular or the dissident’s proxy circular specifically confers the discretionary authority.

26 A form of proxy may not confer authority to vote in respect of the election of a director unless a bona fide proposed nominee for the election is named in the form of proxy, a management proxy circular, a dissident’s proxy circular or a proposal under section 58 of the Act.

Contents of Management Proxy Circular

• 27 (1) A management proxy circular shall contain the following information:

  • (a) a statement of the right of a shareholder to revoke a proxy under subsection 164(4) of the Act and of the method by which the shareholder may exercise that right as set out in that subsection;

  • (b) a statement to the effect that the solicitation is made by or on behalf of the management of the cooperative;

  • (c) the name of any director of the cooperative who has informed the management, in writing, that the director intends to oppose an action intended to be taken by the management and the nature of the action that the director intends to oppose;

  • (d) the method of solicitation, if otherwise than by mail, and if the solicitation is to be made by specially engaged employees or agents, the material features of any contract or arrangement for the solicitation, the parties to the contract or arrangement and its cost or anticipated cost;

  • (e) the name of the person by whom the cost of the solicitation has been or will be borne, directly or indirectly;

  • (f) the number of investment shares of each class of shares of the cooperative entitled to be voted at the meeting and the number of votes to which each investment share of each class is entitled;

  • (g) the record date as of which the shareholders entitled to vote at the meeting will be determined or particulars as to the closing of the security transfer register, as the case may be, and, if the right to vote is not limited to shareholders of record as at a specified record date, any conditions in respect of that right to vote;

  • (h) if the giving of any financial assistance, other than financial assistance given to members, or members of members, in accordance with paragraph 160(2)(e) of the Act, in the circumstances not prohibited by subsection 160(1) of the Act or referred to in paragraph 160(2)(d) of the Act, was material to the cooperative or any of its affiliates or to the recipient of the assistance, details of that financial assistance by the cooperative since the beginning of its last completed financial year in relation to

    • (i) a shareholder of the cooperative or any of its affiliates who is not a director, officer or employee of the cooperative or affiliate, or to an associate of the shareholder, or

    • (ii) any person in connection with a purchase of shares issued or to be issued by the cooperative;

  • (i) if indemnification under section 113 of the Act is paid or becomes payable in the financial period,

    • (i) the amount paid or payable,

    • (ii) the name and title of the individual indemnified or to be indemnified, and

    • (iii) the circumstances that gave rise to the indemnity;

  • (j) if insurance referred to in subsection 113(6) of the Act is purchased,

    • (i) the amount or, if there is a comprehensive liability policy, the approximate amount of premiums paid by the cooperative in respect of directors as a group and officers as a group or for both groups on an aggregate basis,

    • (ii) the aggregate amount of premiums, if any, paid by the individuals in each group,

    • (iii) the total amount of insurance purchased in respect of each group or for both groups on an aggregate basis, and

    • (iv) a summary of any deductibility or co-insurance clause or other provision in the insurance contract that exposes the cooperative to liability in addition to the payment of the premiums;

  • (k) the name of each person who, to the knowledge of the directors or officers of the cooperative, beneficially owns, directly or indirectly, or exercises control or direction over, investment shares carrying more than 10% of the votes attached to any class of investment shares of the cooperative entitled to vote in connection with any matters being proposed for consideration at the meeting, the approximate number of the investment shares so owned, controlled or directed by each person and the percentage of the class of voting investment shares of the cooperative represented by the number of investment shares owned, controlled or directed;

  • (l) 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;

  • (m) if directors are to be elected by the shareholders, a statement of the right of any class of shareholders to elect a specified number of directors or to cumulate their votes and a statement of any conditions precedent to the exercise of that right;

  • (n) in tabular form, so far as feasible, if directors are to be elected by the shareholders with respect to each person proposed to be nominated by management for election as a director and each director who has been elected by the shareholders whose term of office will continue after the meeting,

    • (i) the name of each person, the time when the person’s term of office or the term of office for which the person is a proposed nominee will expire and the last major position or office with the cooperative or the cooperative’s holding body corporate held by the person, indicating whether the person is a proposed nominee for election as a director at the meeting,

    • (ii) the present principal occupation or employment of each person, giving the name and principal business of any body corporate or other organization in which the occupation or employment is carried, on and the same information in respect of all principal occupations or employments held by the person within the five preceding years, unless the person is now a director and was elected to the present term of office by a vote of shareholders at a meeting the notice of which was accompanied by a proxy circular containing that information,

    • (iii) if the person is or has been a director of the cooperative, the period or periods during which the person has so served,

    • (iv) the number of investment shares of each class of voting investment shares of the cooperative and the cooperative’s holding body corporate and any of the cooperative’s subsidiaries beneficially owned, directly or indirectly, or over which control or direction is exercised, by each person, and

    • (v) if the voting investment shares beneficially owned, directly or indirectly or subject to control or direction by the person and the person’s associates, carry more than 10% of the votes attached to all voting investment shares of the cooperative, the cooperative’s holding body corporate or any of the cooperative’s subsidiaries, the approximate number of each class of investment shares owned, directly or indirectly or subject to the control or direction of the associates, and the name of each associate;

  • (o) whether the cooperative has an executive committee of its board of directors or is required to have an audit committee and, if so, the names of the directors who are members of each committee;

  • (p) the details of any contract, arrangement or understanding between any proposed management nominee and any other person, except the directors and officers of the cooperative acting solely in their capacity as such, under which the nominee is to be elected, including the name of the other person;

  • (q) if the cooperative is required by the laws of a jurisdiction set out in column 1 of an item of Schedule 1 to file the form or information with respect to executive remuneration that is set out in column 2 of that item, the form or information, when action is to be taken with respect to

    • (i) the election of directors,

    • (ii) any bonus, profit-sharing or other plan of remuneration, contract or arrangement in which a director or an officer of the cooperative will participate,

    • (iii) any pension or retirement plan of the cooperative in which a director or an officer of the cooperative will participate, or

    • (iv) the granting to a director or an officer of the cooperative of any option or right to purchase securities, other than rights issued rateably to all shareholders or to all shareholders resident in Canada;

  • (r) when action is to be taken with respect to any of the matters referred to in subparagraphs (q)(i) to (iv),

    • (i) a statement setting out the largest aggregate amount of debt, except for indebtedness that has been entirely repaid on or before the date of the management proxy circular and for routine indebtedness, that has been outstanding since the beginning of the cooperative’s last completed financial year, the nature of the indebtedness, the amount of debt that is currently outstanding, details of the transaction in which it was incurred, and the rate of interest paid or charged on it, in respect of the following persons who are or have been indebted to the cooperative or any of its subsidiaries since the beginning of the last completed financial year in an amount that exceeds $25,000, namely,

      • (A) a director or officer of the cooperative,

      • (B) a person proposed by management as a nominee for election as a director of the cooperative, and

      • (C) an associate of any person referred to in clause (A) or (B), or

    • (ii) when the cooperative is required by the laws of a jurisdiction that is set out in column 1 of an item of Schedule 2 to file the form or information with respect to indebtedness of directors and officers set out in column 2 of that item, that form or information;

  • (s) in any transaction since the beginning of the cooperative’s last completed financial year or in any proposed transaction that has materially affected or could materially affect the cooperative or any of its subsidiaries,

    • (i) if not previously disclosed, the details, including, when feasible, the approximate amount of any material interest, direct or indirect, of

      • (A) a director or officer of the cooperative,

      • (B) a director or officer of a body corporate that is itself an insider or subsidiary of the cooperative,

      • (C) a person proposed by management as a nominee for election as a director of the cooperative,

      • (D) a person required to be named under paragraph (k), or

      • (E) an associate or affiliate of any of the persons referred to in clauses (A) to (D),

    • (ii) unless the interest of the person arises solely from the beneficial ownership, direct or indirect, of less than 10% of any class of voting investment shares of another body corporate, or one of its subsidiaries, furnishing services to the cooperative, the amounts and other details of transactions not referred to in subparagraph (i) that involve remuneration paid, directly or indirectly, to any of the persons referred to in clauses (i)(A) to (E) for services in any capacity, and

    • (iii) an interest arising from the ownership of securities of the cooperative if the security holder receives an advantage not shared rateably by all holders of the same class of security or all holders of the same class of security who are resident in Canada, but the interest may be omitted if

      • (A) the rate or charges involved are fixed by law or determined by competitive bids,

      • (B) the interest of the person in the transaction is solely that of a director of another body corporate that is a party to the transaction,

      • (C) the transaction involves services as a bank or other depository of funds, transfer agent, registrar, trustee under a trust indenture or under similar services, or

      • (D) the transaction does not involve, directly or indirectly, remuneration for services and the interest of the person results from the beneficial ownership, direct or indirect, of less than 10% of any class of voting investment shares of another body corporate that is a party to the transaction, the transaction is in the ordinary course of business of the cooperative or one of its subsidiaries and the amount of the transaction or series of transactions is less than 10% of the total sales or purchases, as the case may be, of the cooperative and its subsidiaries for their last completed financial year;

  • (t) details of each transaction referred to in paragraph (s), the name and address of each person whose interest in the transaction is disclosed and the nature of the relationship by reason of which the interest is required to be disclosed;

  • (u) when a transaction referred to in paragraph (s) involves the purchase or sale of assets by the cooperative or any of its subsidiaries or holding bodies corporate otherwise than in the ordinary course of business, the cost of the assets to the purchaser and the cost of the assets to the seller, if the assets were acquired by the seller within two years before the transaction;

  • (v) details of a material underwriting discount or commission with respect to the sale of securities by the cooperative if any person referred to in paragraph (s) has contracted or will contract with the cooperative in respect of an underwriting or is an associate or affiliate of a person that has contracted or will contract with the cooperative;

  • (w) subject to subparagraphs (vi) to (viii), if a person, other than a director or an officer of the cooperative, or any of its subsidiaries or holding bodies corporate, is a member who manages the cooperative or any of its subsidiaries,

    • (i) details of the management agreement or arrangement, including the name and address of every person who is a party to the agreement or arrangement or who is responsible for its performance,

    • (ii) the name and full address, or alternatively, solely the municipality of residence or postal address, of each insider of every body corporate with which the cooperative or any of its subsidiaries has a management agreement or arrangement,

    • (iii) the amounts paid or payable by the cooperative and any of its subsidiaries to each person named under subparagraph (i) since the beginning of the cooperative’s last completed financial year,

    • (iv) details of any debt owed to the cooperative or any of its subsidiaries by a person referred to in this paragraph, or by that person’s associates or affiliates, that was outstanding at any time since the beginning of the cooperative’s last completed financial year, and

    • (v) details of any agreement or arrangement, other than one referred to in subparagraphs (i) to (iv), entered into with the cooperative or any of its subsidiaries or holding bodies corporate since the beginning of the cooperative’s last completed financial year, in which a person referred to in subparagraph (i) or (ii) has a material interest that is required to be disclosed under subparagraphs (i) to (iv), and

    for the purposes of this paragraph,

    • (vi) details of debt include the largest aggregate amount of debt outstanding at any time during the cooperative’s last completed financial year, the nature of the indebtedness, details of the transaction in which it was incurred, the amount at present outstanding and the rate of interest paid or charged on it,

    • (vii) an amount owing for purchases, subject to usual trade terms, for ordinary travel and expense advances or for other transactions in the ordinary course of business may be omitted in determining debt, and

    • (viii) any matter that is not material may be omitted;

  • (x) in any matter to be acted on at the meeting, other than the election by the shareholders of directors, details of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of

    • (i) each person who was a director or officer of the cooperative at any time since the beginning of its last completed financial year,

    • (ii) each person proposed by management as a nominee for election as a director of the cooperative, and

    • (iii) each affiliate or associate of any of the persons referred to in subparagraph (i) or (ii);

  • (y) if action is to be taken with respect to the authorization or issue of securities, except to exchange the securities for other securities of the cooperative,

    • (i) the designation and number or amount of securities to be authorized or issued,

    • (ii) a description of the securities, but

      • (A) if the terms of securities to be authorized cannot be stated because no issue of securities is contemplated in the immediate future, and if no further authorization by shareholders for their issue is to be obtained, a statement that the terms of the securities to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates and other matters, will be determined by the directors, and

      • (B) if the securities are investment shares of an existing class, the description required, except for a statement of any pre-emptive rights, may be omitted,

    • (iii) details of the transaction in which the securities are to be issued, including the nature and approximate amount of the consideration received or to be received by the cooperative and the purpose for which the consideration has been or is to be used,

    • (iv) if it is not feasible to furnish the details required under subparagraph (iii), a statement of the reason why it is not feasible, the purpose of the authorization and whether shareholders’ approval for the issue of the securities will be sought, and

    • (v) if the securities are to be issued other than in a general public offering for money or other than rateably to all holders of the same class of securities or all holders of the same class of securities who are resident in Canada, the reasons for the proposed authorization or issue and its effect on the rights of present security holders;

  • (z) if action is to be taken under section 130 or 289 of the Act to modify the rights, privileges, restrictions or conditions attached to any class of investment shares of the cooperative or to authorize or issue securities in order to exchange them for other securities of the cooperative,

    • (i) the designation and number or amount of outstanding securities that are to be modified, and, if securities are to be issued in exchange, the designation and number or amount of securities to be exchanged and the basis of the exchange,

    • (ii) details of material differences between the outstanding securities and the modified or new securities,

    • (iii) the reasons for the proposed modification or exchange and the general effect on the rights of existing security holders,

    • (iv) a brief statement of arrears in dividends or of defaults in principal or interest in respect of the outstanding securities that are to be modified or exchanged, and

    • (v) all other information material to the proposed modification or exchange, including, if the cooperative is a distributing cooperative, information required to be included in a prospectus or other similar document under the securities laws of any of the provinces, unless an exemption from those laws is available or a waiver of those laws or similar relief is granted by the relevant provincial securities regulator;

  • (z.1) the material features of a plan, including the reasons for it and its general effect on the rights of existing security holders, if action is to be taken with respect to that plan and the plan is for

    • (i) an amalgamation with another cooperative otherwise than under section 298 of the Act,

    • (ii) a sale, lease or exchange of all or substantially all of the property of the cooperative under subsection 301(1) of the Act,

    • (iii) a continuance under the laws of another jurisdiction under section 287 of the Act, or

    • (iv) the liquidation or dissolution of the cooperative;

  • (z.2) if action is to be taken with respect to a plan referred to in subparagraph (z.1)(i), a statement that contains, with respect to the cooperative and the other body corporate,

    • (i) a brief description of the business,

    • (ii) the location and general character of the plants and other important assets,

    • (iii) a brief description of arrears in dividends or defaults in principal or interest in respect of securities of the cooperative or body corporate and of the effect of the plan,

    • (iv) the existing and pro forma share and loan capital, in tabular form,

    • (v) a historical summary of earnings, in tabular form, for each of the last five fiscal years, including per investment share amounts of net earnings, dividends declared for each year and book value per investment share at the end of the most recent period,

    • (vi) a combined pro forma summary of earnings, in tabular form, for each of the last five fiscal years indicating the aggregate and per investment share earnings for each year and the pro forma book value per investment share at the end of the most recent period, but if the transaction will establish a new basis of accounting for the assets of the cooperative or body corporate, the pro forma summary of earnings may be furnished only for the most recent fiscal year and interim period and shall reflect appropriate pro forma adjustments resulting from the new basis of accounting,

    • (vii) the high and low sale prices for each quarterly period within the previous two years for each class of securities of the cooperative and of the other body corporate that is traded on a stock exchange and that will be materially affected by the plan, and

    • (viii) an introductory summary, not exceeding six pages in length, of the contents of the proxy circular that highlights the salient features of the transaction, including a summary of the financial information, with appropriate cross-references to the more detailed information in the circular;

  • (z.3) if action is to be taken with respect to a plan referred to in paragraph (z.1), the financial statements of the cooperative as would be required to be included in a prospectus under the relevant laws of a province or the United States, unless an exemption from those laws is available or a waiver of those laws or similar relief is granted by the relevant securities regulator;

  • (z.4) if action is to be taken with respect to a plan referred to in paragraph (z.2), the financial statements of the other cooperative that would be required to be included in a prospectus under the laws of a jurisdiction referred to in paragraph (z.3), unless an exemption from those laws is available or a waiver of those laws or similar relief is granted by the relevant securities regulator;

  • (z.5) 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;

  • (z.6) if action is to be taken with respect to any matter, other than the approval of financial statements, including alterations of investment share capital, amendments to articles, property disposition, amalgamation, rearrangements or reorganizations, the substance of the matter or group of related matters, to the extent that it has not been described under paragraphs (a) to (z.5) in sufficient detail to permit shareholders to form a reasoned judgement concerning the matter, and if the matter is not required to be submitted to a vote of the shareholders, the reasons for so submitting it and the action intended to be taken by management in the event of a negative vote by the shareholders; and

  • (z.7) a 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.

• (2) For the purpose of paragraph (1)(r), routine indebtedness means

  • (a) loans made by the cooperative to members, or members of members, in accordance with paragraph 160(2)(e) of the Act;

  • (b) if the cooperative makes loans to employees of the cooperative generally, whether or not in the ordinary course of business, loans made on terms, including those as to interest rate and collateral, no more favourable to the borrower than the terms on which loans are made by the cooperative to employees generally, but the amount of any remaining unpaid loans to any one director, officer or person proposed as a nominee, and his or her associates, that is considered as routine indebtedness under this paragraph during the last completed financial year may not exceed $25,000;

  • (c) whether or not the cooperative makes loans in the ordinary course of business, a loan made by it to one of its directors or officers if

    • (i) the borrower is a full-time employee of the cooperative,

    • (ii) the loan is fully secured against the residence of the borrower, and

    • (iii) the amount of the loan does not exceed the annual salary of the borrower;

  • (d) if the cooperative makes loans in the ordinary course of business, a loan that is made to a person other than a full-time employee of the cooperative or to any other body corporate, and that

    • (i) is made on substantially the same terms, including those as to interest rate and collateral, as loans made to members, or members of members, of the cooperative, and

    • (ii) involves no more than usual risks of collectibility; or

  • (e) indebtedness arising from purchases made on usual trade terms or from ordinary travel or expense advances, or for similar reasons, if the repayment arrangements are in accord with usual commercial practice.

28 A management proxy circular that is sent to the Director shall be submitted with a statement, signed by a director or an officer, that a copy of the circular has been sent to each director and shareholder whose proxy is solicited and to the auditor of the cooperative.

Dissident’s Proxy Circular

29 For the purpose of section 30, dissident means a person, other than the management of the cooperative or its affiliates and associates, by or on behalf of whom a solicitation is made, and includes a committee or group that solicits proxies, any member of the committee or group and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly, takes the initiative or engages in organizing, directing or financing the committee or group, except

• (a) a person who contributes not more than $250 and who is not otherwise a person by whom or on whose behalf the solicitation is made;

• (b) a bank or other lending institution or a broker or dealer that, in the ordinary course of business, lends money or executes orders for the purchase or sale of shares and is not otherwise a person by whom or on whose behalf the solicitation is made;

• (c) a person, retained or employed by a person by whom or on whose behalf a solicitation is made to solicit proxies, who is not otherwise a person by whom or on whose behalf a solicitation is made and whose activities are limited to the performance of duties in the course of the employment or retainment;

• (d) a person who only transmits proxy soliciting material or performs administrative or clerical duties in connection with the solicitation;

• (e) a person, retained or employed by a person by whom or on whose behalf a solicitation is made in the capacity of lawyer, accountant, publicity agent or financial or public relations adviser;

• (f) a person who is regularly employed as an officer or employee of the cooperative or any of its affiliates and who is not otherwise a person by whom or on whose behalf a solicitation is made; and

• (g) an officer or a director of, or a person employed by, a person by or on behalf of whom a solicitation is made, if the officer, director or employee is not otherwise a person by whom or on whose behalf a solicitation is made.

Contents of Dissident’s Proxy Circular

30 A dissident’s proxy circular shall contain the following information:

• (a) the name of the cooperative to which the solicitation relates;

• (b) the information required by paragraphs 27(1)(a), (d) and (e);

• (c) details of the identity and background of each dissident, including

  • (i) the dissident’s name and address,

  • (ii) the dissident’s present principal occupation or employment and the name, principal business and address of any body corporate or other person in which the occupation or employment is carried on, and

  • (iii) all convictions in connection with violations of any corporate or securities laws or criminal convictions in a matter of an economic nature, such as fraud or market manipulation, during the preceding 10 years, for which a pardon has not been granted, and the date and nature of each conviction, the name and location of the court or tribunal and the sentence imposed;

• (d) details of any material interest of the dissident, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on and the interest of the dissident in the securities of the cooperative to which the solicitation relates, including

  • (i) the number of shares in each class of investment shares of the cooperative and of the cooperative’s affiliates and associates that the dissident beneficially owns or over which the dissident exercises control or direction,

  • (ii) the dates on which securities of the cooperative were purchased or sold during the preceding two years, the amount purchased or sold on each date and the price at which they were purchased or sold,

  • (iii) if any part of the purchase price or market value of any of the securities referred to in subparagraph (ii) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding the securities, the amount of the indebtedness as of the latest practicable date and a brief description of the transaction, including the names of the parties, other than a bank, broker or dealer acting in the transaction in the ordinary course of business,

  • (iv) whether the dissident is or was within the preceding year a party to a contract, an arrangement or an understanding with any person in respect of securities of the cooperative, including joint ventures, loans or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits and the giving or withholding of proxies, and, if so, the names of the parties and the details of the contract, arrangement or understanding, and

  • (v) the number of shares in each class of investment shares of the cooperative or an affiliate of the cooperative that any associate of the dissident beneficially owns, directly or indirectly, or over which they exercise control or direction, as well as the name and address of each associate;

• (e) if directors are to be elected by the shareholders, information required by paragraphs 27(1)(n), (p), (s) and (x) in respect of each nominee proposed by the dissident for election as a director and in respect of the associates of the nominee;

• (f) the information required by paragraphs 27(1)(s) and (x) in respect of each dissident and each dissident’s associates; and

• (g) the details of any contract, arrangement or understanding, including the names of the parties, between a dissident, or any of the dissident’s associates, and any other person with respect to

  • (i) future employment by the cooperative or any of its affiliates, or

  • (ii) future transactions to which the cooperative or any of its affiliates will or may be a party.

31 If a dissident is a partnership, a body corporate, association or another organization, the information required by paragraphs 30(c) and (f) to be included in a dissident’s proxy circular shall be given in respect of each partner, officer and director of, and each person who controls, the dissident but who is not a dissident.

32 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.

• 33 (1) 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.

• (2) A copy of a dissident’s proxy circular that is sent to the Director under subsection 166(3) of the Act shall be accompanied by a statement signed by the dissident or a person authorized by the dissident to the effect that

  • (a) the circular complies with these Regulations; and

  • (b) 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.

Date of Proxy Circular and Information

34 A proxy circular shall be dated as of a date not more than 30 days before the date on which it is first sent to a shareholder of the cooperative and the information, other than financial statements, required to be contained in it shall be given as of the date of the circular.

Financial Statements in Proxy Circular

• 35 (1) When financial statements accompany or form part of a management proxy circular, the statements shall be prepared in accordance with Part 4.

• (2) 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

• 35.1 (1) 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 by

  • (a) a speech in a public forum; or

  • (b) a 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.

• (2) 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 shareholders

  • (a) by 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;

  • (b) 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;

  • (c) 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 if

    • (i) the 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,

    • (ii) the person receives any special commission or remuneration for giving the proxy voting advice only from the shareholder or shareholders receiving the advice, and

    • (iii) the proxy voting advice is not given on behalf of any person soliciting proxies or on behalf of a nominee for election as a director; or

  • (d) by a person who does not seek directly or indirectly, the power to act as proxy for a shareholder.

• (3) The circumstances described in paragraph (2)(a) are not prescribed circumstances if the communication is made by

  • (a) a 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;

  • (b) 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;

  • (c) 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;

  • (d) 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; or

  • (e) any person acting on behalf of a shareholder described in any of paragraphs (a) to (d).

• 35.2 (1) For the purpose of subsection 166(4.1) of the Act, the prescribed circumstances are circumstances in which the solicitation conveyed by public broadcast, speech or publication contains the information required under paragraphs 30(a) to (d) and (f).

• (2) 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.

PART 4Financial Disclosure

General

36 The financial statements referred to in paragraph 247(1)(a) of the Act of a cooperative whose securities are - or are deemed to be - part of a distribution to the public in accordance with subsection 4(5) of the Act shall be prepared in accordance with the generally accepted accounting principles that are set out in the Handbook of the Canadian Institute of Chartered Accountants.

37 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 Handbook of the Canadian Institute of Chartered Accountants.

Contents of Financial Statements

• 38 (1) The financial statements referred to in paragraph 247(1)(a) of the Act shall include at least

  • (a) a balance sheet;

  • (b) a statement of retained earnings;

  • (c) an income statement; and

  • (d) a statement of changes in financial position.

• (2) Financial statements need not be designated by the names set out in paragraphs (1)(a) to (d).

PART 5Constrained Share Cooperatives

Interpretation

39 The definitions in this section apply in this Part.

Canadian

Canadian means

• (a) a resident of Canada;

• (b) 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;

• (c) a trust established by a resident of Canada

  • (i) a majority of the trustees of which are resident in Canada, or

  • (ii) in which beneficial interests representing in value more than 50% of the total value of the trust property are owned by residents of Canada;

• (d) Her Majesty in right of Canada or of a province or a municipal corporation or public board or commission in Canada; or

• (e) a body corporate

  • (i) incorporated under the laws of Canada or a province,

  • (ii) of which a majority of the directors are residents in Canada, and

  • (iii) over 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

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

constrained share cooperative means a cooperative that has provisions in its articles imposing a constraint. (coopérative à participation restreinte)

constraint

constraint means a restriction on

• (a) the issue or transfer of investment shares of any class or series to persons who are not residents of Canada;

• (b) 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)

  • (i) to obtain a licence to carry on any business,

  • (ii) to become a publisher of a Canadian newspaper or periodical, or

  • (iii) to acquire investment shares of a financial intermediary as defined in paragraph 53(1)(b); or

• (c) the 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

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

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

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

resident of Canada means an individual who

• (a) is a citizen of Canada, as determined in accordance with the Citizenship Act, and who is ordinarily resident in Canada;

• (b) a citizen of Canada, as determined in accordance with the Citizenship Act, who is not ordinarily resident in Canada and who

  • (i) is 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,

  • (ii) is a full-time employee of a body corporate

    • (A) of 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,

    • (B) a majority of the directors of which are residents of Canada, or

    • (C) that 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,

  • (iii) 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,

  • (iv) is a full-time employee of an international association or organization of which Canada is a member, or

  • (v) was, on the date of their 60th birthday, ordinarily resident in Canada and has been resident outside Canada less than 10 consecutive years; or

• (c) is 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

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)

Disclosure Required

40 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) a certificate evidencing a voting investment share;

• (b) a management proxy circular; and

• (c) a prospectus, statement of material facts, registration statement or similar document.

Powers and Duties of Directors

• 41 (1) 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 if

  • (a) the 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;

  • (b) 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;

  • (c) 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; or

  • (d) the 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.

• (2) 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.

• (3) 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.

• (4) 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.

42 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 refuse

• (a) to issue an investment share of the cooperative to a person

  • (i) whose ownership of the share would be contrary to the constraint,

  • (ii) 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, or

  • (iii) whose 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; and

• (b) to register a transfer of a share of the cooperative if the transfer is to a person

  • (i) whose ownership of the share is contrary to the constraint,

  • (ii) 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, or

  • (iii) whose 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

43 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.

• 44 (1) 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.

• (2) 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.

• 45 (1) 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.

• (2) 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.

• (3) 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

• 46 (1) 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.

• (2) 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 have

  • (a) ascertained 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; and

  • (b) examined and considered any other records of the cooperative that contain information that would indicate whether the shares are owned contrary to the constraint.

• (3) 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 if

  • (a) the 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; or

  • (b) the 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.

• (4) 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.

• (5) The notice referred to in subsection (1) shall contain

  • (a) the name and address of the holder of the investment shares as shown in the securities register of the cooperative;

  • (b) a statement that identifies the certificate representing the investment shares by certificate number or otherwise;

  • (c) 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;

  • (d) 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;

  • (e) 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 will

    • (i) consider the reply, if any, to a request for information referred to in subsection (7) respecting the shares, and

    • (ii) examine and consider any other records of the cooperative that contain information that would indicate whether the shares are owned contrary to the constraint;

  • (f) 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;

  • (g) 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;

  • (h) 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;

  • (i) 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;

  • (j) 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; and

  • (k) a statement indicating that, immediately on the sale of the investment shares under subsection 131(1) of the Act, the cooperative will

    • (i) register 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, and

    • (ii) send 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.

• (6) The notice referred to in subsection (3) shall contain

  • (a) the name and address of the holder of the investment shares as shown in the securities register of the cooperative;

  • (b) a statement that identifies the certificate evidencing the investment shares by certificate number or otherwise;

  • (c) 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;

  • (d) 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;

  • (e) 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;

  • (f) 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;

  • (g) 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 assume

    • (i) that 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,

    • (ii) that there has been a change in the reason for the conclusion or determination, or

    • (iii) that the cooperative no longer intends to sell the investment shares under subsection 131(1) of the Act;

  • (h) 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;

  • (i) 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; and

  • (j) a statement indicating each of the matters referred to in paragraphs (5)(h) to (k).

• (7) The notice referred to in subsection (1) shall be accompanied by a request for information, including a request for the completion of the forms, that would indicate whether the investment shares are owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 39.

• (8) 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.

• (9) A request for information referred to in subsection (7) shall be accompanied by instructions for the furnishing of the information and the completion of the forms referred to in that subsection and by a sufficient number of copies of the forms.

• 47 (1) 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.

• (2) 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.

• 48 (1) No investment share shall be sold by a constrained share cooperative under subsection 131(1) of the Act unless

  • (a) the 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;

  • (b) 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;

  • (c) 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;

  • (d) 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;

  • (e) the sale takes place

    • (i) on a stock exchange on which investment shares of the cooperative are listed and posted for trading, or

    • (ii) if 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; and

  • (f) the cooperative sells the investment share with a view to obtaining the best sale price available in the circumstances at the time of sale.

• (2) 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.

• 49 (1) Immediately on a sale of investment shares by a constrained share cooperative under subsection 131(1) of the Act, the cooperative shall

  • (a) register 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; and

  • (b) send 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.

• (2) The notice referred to in paragraph (1)(b) shall

  • (a) state the number of investment shares sold;

  • (b) identify the certificate evidencing the investment shares sold, by certificate number or otherwise;

  • (c) state the date and manner of sale;

  • (d) 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;

  • (e) 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; and

  • (f) contain 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.

50 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

51 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.

• 52 (1) In order to ascertain the beneficial ownership of investment shares of a constrained share cooperative, its directors may

  • (a) require any person in whose name the investment shares are registered to furnish a statutory declaration under the Canada Evidence Act

    • (i) declaring whether

      • (A) the shareholder is the beneficial owner of the investment shares or holds them for a beneficial owner,

      • (B) the shareholder is an associate of any other shareholder, and

      • (C) the shareholder or beneficial owner is a Canadian, and

    • (ii) setting out any further relevant facts; and

  • (b) require any person seeking to have a transfer of a voting investment share registered in the person’s name or to have a voting investment share issued to that person to furnish a declaration similar to that referred to in paragraph (a).

• (2) 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.

• (3) 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).

• (4) 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 conclude

  • (a) in respect of an address that is in Canada, that an individual is a resident of Canada; and

  • (b) in the case of an address that is outside Canada, that an individual is not a resident of Canada.

• (5) 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.

References and Definitions for the Purposes of Section 130 of the Act

• 53 (1) For the purpose of paragraph 130(1)(b) of the Act,

  • (a) the following laws of Canada or a province are prescribed:

    • (i) the Canadian Aviation Regulations made under the Aeronautics Act,

    • (ii) the Canada Transportation Act and any regulations made under it,

    • (iii) the Canada Oil and Gas Land Regulations and the Canada Oil and Gas Drilling and Production Regulations made under the Territorial Lands Act,

    • (iv) the Broadcasting Act,

    • (v) the Northern Mineral Exploration Assistance Regulations made under the Appropriation Act No. 9, 1966,

    • (vi) section 19 of the Income Tax Act,

    • (vii) the Securities Act (Ontario), R.S.O. 1990, c. S-5, as amended from time to time, and any regulations made under it,

    • (viii) the Securities Act (Quebec), R.S.Q., c. V-1.1 and any regulations made under it, and

    • (ix) any other law of Canada or of a province that has requirements in relation to Canadian ownership; and

  • (b) financial 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.

• (2) For the purpose of paragraph 130(1)(c) of the Act, the following laws of Canada are prescribed:

  • (a) the Canada Petroleum Resources Act and any regulations made under it; and

  • (b) the Canada Transportation Act and any regulations made under it.

• (3) For the purpose of paragraph 130(1)(d) of the Act, the following laws are prescribed:

  • (a) the Insurance Companies Act and any regulations made under it; and

  • (b) the Trust and Loan Companies Act and any regulations made under it.

• (4) For the purpose of subsection 131(1) and paragraph 183(5)(b) of the Act, the following laws are prescribed:

  • (a) the Insurance Companies Act and any regulations made under it;

  • (b) the Trust and Loan Companies Act and any regulations made under it; and

  • (c) the Income Tax Act and any regulations made under it.

PART 6Rules of Procedure for Applications for Exemptions

Application

54 This Part applies to every application for an exemption under subsection 4(6) or 167(1), section 248 or subsection 263(2) or 267(2) of the Act.

Time of Filing Applications

• 55 (1) An application for an exemption under

  • (a) subsection 4(6) of the Act may be made at any time;

  • (b) subsection 167(1) of the Act shall be made before the date of the notice referred to in subsection 165(1) of the Act;

  • (c) 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;

  • (d) subsection 263(2) of the Act may be made at any time; and

  • (e) subsection 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.

• (2) 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.

Notice by Director of Decision

56 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

57 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.

58 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.

59 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.

60 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.

PART 6.1Value of Total Financial Interest

60.1 For the purpose of paragraph 337.5(1)(b) of the Act, the prescribed amount of the net value of the plaintiff’s total financial interest is $20,000.

PART 6.2Cancellation of Articles and Certificates

• 60.2 (1) For the purpose of subsection 376.2(1) of the Act, the prescribed circumstances are that

  • (a) the error is obvious;

  • (b) the error is made by the Director;

  • (c) the cancellation of the articles and related certificate is ordered by a court; or

  • (d) the Director lacked the authority to issue the articles and related certificate.

• (2) For the purpose of subsection 376.2(3) of the Act, the prescribed circumstances are that

  • (a) there is no dispute among the directors, members or shareholders on the circumstances of the request for cancellation; and

  • (b) the cooperative has not used the articles and related certificate, or, if it has, if anyone dealing with the cooperative on the basis of the articles and related certificate has consented to the cancellation.

PART 7Prescribed Fees

61 The fee in respect of the filing, verification or copying of any document or in respect of any activity that is set out in column 1 of an item of Schedule 3 that is carried out by the Director under the Act is the fee set out in column 2 of that item and shall be paid to the Director on the filing, verification or copying of the document or before the Director carries out the activity in respect of which the fee is payable.

PART 8Prescribed Interest

62 For the purpose of subsection 302(25) of the Act,

• (a) 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; and

• (b) the 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

63 These Regulations come into force on December 31, 1999.