Marginal note:Incorporators

• 8. (1) An application for incorporation of a cooperative may be made by a minimum of three persons, or by one or more cooperative entities, who intend to be members of the cooperative.

• Marginal note:Persons who may not be incorporators

  (2) A person may not make an application under subsection (1) if the person is

  • (a) an individual who is less than eighteen years of age;

  • (b) an individual who is of unsound mind and has been so found by a court in Canada or elsewhere; or

  • (c) an individual or body corporate that has the status of bankrupt.

Marginal note:Capital structure

9. A cooperative may be incorporated with or without membership shares and with or without the power to issue investment shares.

Marginal note:Application

10. An application for incorporation is made by sending the following to the Director:

• (a) articles of incorporation;

• (b) a notice of registered office in accordance with section 30;

• (c) a notice of directors in accordance with section 81;

• (d) a declaration signed by the incorporators that after incorporation the cooperative will be organized and operated and will carry on business on a cooperative basis;

• (e) if applicable, a declaration signed by the incorporators that after the incorporation the cooperative will be in compliance with either Part 20 or 21; and

• (f) any other information that the Director may require to make a decision under section 12.

Marginal note:Articles

• 11. (1) Articles of incorporation must be in the form fixed by the Director and contain the following particulars:

  • (a) the name of the cooperative;

  • (b) the place in Canada where its proposed registered office will be located;

  • (c) the name and residence address of each of the incorporators;

  • (d) the number of directors or the minimum and maximum number of directors;

  • (e) any restriction on the businesses that the cooperative may carry on;

  • (f) any restriction on the class of membership in the cooperative;

  • (g) a statement that the cooperative will be organized and operated and will carry on business on a cooperative basis;

  • (h) a statement that the cooperative will carry on its undertaking in two or more provinces and will have a fixed place of business in more than one province;

  • (i) whether the cooperative is to be incorporated with or without membership share capital, and, if there is to be no membership share capital, a statement that the interest or right of each member as member is, subject to subsection 7(3), the same as that of every other member;

  • (j) if there is to be membership share capital, whether the number of membership shares to be issued is unlimited or limited, and if limited, the maximum number of membership shares that may be issued, and, if the membership shares are to have a par value, their par value and, if they are not to have par value, whether the membership shares are to be issued, purchased, redeemed or otherwise acquired at a fixed price or at a price determined in accordance with a formula, and if so, the particulars of the formula;

  • (k) any provision for a maximum rate of return that may be paid on member loans or membership shares;

  • (l) whether there is to be investment share capital and, if so, the particulars of it;

  • (m) any provisions for the distribution of the property of the cooperative on its dissolution and, in the case of a cooperative to which Part 20 or 21 applies, the provisions for that distribution of property in accordance with the applicable Part; and

  • (n) any provision by which the members, other than by means of a unanimous agreement, restrict, in whole or in part, the powers of the directors to manage the business of the cooperative.

• Marginal note:Additional provisions

  (2) The articles may set out any provisions that could be set out in the by-laws of the cooperative and if they do, any reference in this Act to the by-laws of the cooperative is also a reference to those provisions of the articles.

• Marginal note:Special majorities

  (3) Subject to subsection (4), the articles or a unanimous agreement may require a greater number of votes of directors, members or shareholders than is required by this Act to effect an action.

• Marginal note:Voting number

  (4) Neither the articles nor a unanimous agreement may require, in order to remove a director or delegate, that more than a majority of the votes cast by or on behalf of the persons who are entitled to vote be so cast.

• Marginal note:Signatures

  (5) The articles must be signed by the incorporators.