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

Marginal note:Binding effect of by-laws and articles

16. The articles and by-laws of a cooperative bind it and its members to the same extent as if they

• (a) had been signed by the cooperative and every member; and

• (b) contained undertakings by every member and the successors, assigns and personal representatives of every member to observe all the provisions of the articles and by-laws.

Marginal note:Copies

• 17. (1) Each member and shareholder may on request, not more than once in each calendar year, receive free of charge one copy of the articles, the by-laws and any unanimous agreement, and one copy of any amendments to the articles, the by-laws and any unanimous agreement, of the cooperative.

• Marginal note:Copies

  (2) The cooperative must provide each creditor, and, where the cooperative is a distributing cooperative, any other person, on payment of a reasonable fee, with a copy of the articles, the by-laws and any unanimous agreement of the cooperative.

Marginal note:Cooperative basis

• 18. (1) Every cooperative must be organized and operated and must carry on business on a cooperative basis.

• Marginal note:Complaint

  (2) A person may make an application to the court in accordance with section 329 if the person has a complaint that

  • (a) a cooperative is not organized, operated or carrying on business on a cooperative basis; or

  • (b) in the case of a cooperative to which Part 20 or 21 applies, the cooperative is not complying with the applicable Part.

Marginal note:Pre-incorporation contracts

• 19. (1) Subject to this section, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a cooperative before it comes into existence is personally bound by the contract and is entitled to its benefits, unless the contract expressly provides otherwise.

• Marginal note:Adoption by cooperative

  (2) A cooperative may, within a reasonable time after it comes into existence, adopt a contract that was made in its name or on its behalf before it came into existence by any act or conduct that signifies the cooperative’s intention to be bound by the contract.

• Marginal note:Effect of adoption

  (3) If a cooperative adopts a contract under this section,

  • (a) the cooperative is bound by the contract and entitled to its benefits as of the date of the contract; and

  • (b) the person who originally entered into the contract ceases to be bound by the contract or to be entitled to its benefits, subject to an order made under subsection (4).

• Marginal note:Court order

  (4) Whether or not a cooperative has adopted a contract, the court may, on application by a party to the contract,

  • (a) make an order respecting the nature and extent of the obligations and liability under the contract of the cooperative and the person who entered into or purported to enter into the contract by or on behalf of the cooperative; and

  • (b) make any other order that the court considers just in the circumstances.