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

Marginal note:Resolution in lieu of meeting

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

• Marginal note:Resolution

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

• Marginal note:Copies of resolutions

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

Marginal note:Evidence

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

Marginal note:One shareholder meeting

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

Marginal note:Requisition of meeting

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

• Marginal note:Form

  (2) The requisition

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

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

• Marginal note:Directors calling meeting

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

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

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

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

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

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

• Marginal note:Member or shareholder calling meeting

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

• Marginal note:Procedure

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

• Marginal note:Reimbursement

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