An Act to amend the Canada Business Corporations Act and the Canada Cooperatives Act and to amend other Acts in consequence (S.C. 2001, c. 14)
Full Document:
Assented to 2001-06-14
154. Subsections 60(1) and (2) of the Act are replaced by the following:
Marginal note:Refusal to include proposal
60. (1) If a cooperative refuses to include a proposal in a notice of a meeting referred to in section 52, the cooperative must, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of ownership under subsection 58(2.4), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the notice and of the reasons for the refusal.
Marginal note:Restraining order by court
(2) On the application of a person submitting a proposal who claims to be aggrieved by a cooperative’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order it thinks fit.
155. Section 65 of the Act is amended by adding the following after subsection (2):
Marginal note:Electronic voting
(3) Despite subsection (1), unless the by-laws provide otherwise, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the cooperative makes available such a communication facility.
Marginal note:Voting while participating electronically
(4) Unless the by-laws otherwise provide, a member or shareholder participating in a meeting of the cooperative under subsection 48(3) or (3.1) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the cooperative has made available for that purpose.
156. Section 67 of the Act is replaced by the following:
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.
157. Section 70 of the Act is repealed.
158. Paragraphs 71(1)(a) and (b) of the Act are replaced by the following:
(a) it is not feasible to call the meeting within the time or in the manner in which those meetings are to be called;
(b) it is not feasible to conduct the meeting in the manner required by this Act or the by-laws; or
159. Subsection 78(4) of the Act is replaced by the following:
Marginal note:Resident in Canada
(4) At least twenty-five per cent of the directors must be resident in Canada. However, if the cooperative has only three directors, at least one director must be resident in Canada.
160. Subsections 83(6) and (7) of the Act are replaced by the following:
Marginal note:Election or appointment as director
(6) An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless
(a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or
(b) he or she was not present at the meeting when the election or appointment took place and
(i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or
(ii) he or she has acted as a director pursuant to the election or appointment.
161. (1) The portion of subsection 85(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Vacancy on board
85. (1) Subject to subsection (3), if there is a vacancy on the board of directors, except a vacancy because of an increase in the number or the minimum or maximum number of directors provided for in the articles or because of a failure to elect or appoint the number or minimum number of directors provided for in the articles, and there is still a quorum on the board, the remaining directors may
(2) Subsection 85(6) of the Act is replaced by the following:
Marginal note:Deemed directors
(6) If all of the directors have resigned or been removed without replacement, a person who manages or supervises the management of the business and affairs of the cooperative is deemed to be a director for the purposes of this Act.
162. Section 91 of the Act is replaced by the following:
Marginal note:Notice of change of director or directors address
91. (1) A cooperative must, within fifteen days after
(a) a change is made among its directors, or
(b) it receives a notice of change of address of a director referred to in subsection (2),
send to the Director a notice, in the form that the Director fixes, setting out the change.
Marginal note:Directors change of address
(2) A director must, within fifteen days after changing his or her address, send the cooperative a notice of that change.
Marginal note:Application to court
(3) Any interested person, or the Director, may apply to a court for an order to require a cooperative to comply with subsection (1), and the court may so order and make any further order it thinks fit.
163. (1) Subsection 97(1) of the Act is replaced by the following:
Marginal note:Quorum
97. (1) To constitute a quorum,
(a) at least twenty-five per cent of the directors at the meeting must be resident in Canada or, if the cooperative has only three directors, at least one of the directors at the meeting must be resident in Canada; and
(b) a majority of the directors at the meeting must be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities.
(2) The portion of subsection 97(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Exception
(2) Despite subsection (1), a meeting of directors may be held without the number of directors resident in Canada required under that subsection if
(3) Paragraph 97(2)(b) of the Act is replaced by the following:
(b) the required number would have been present had that director been present at the meeting.
164. Subsection 98(1) of the Act is replaced by the following:
Marginal note:Participation
98. (1) Subject to the by-laws, a director may, in accordance with the regulations, if any, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
165. Subsection 100(3) of the Act is replaced by the following:
Marginal note:Evidence
(3) 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.
166. Paragraph 101(3)(d) of the Act is repealed.
167. (1) Subsection 102(2) of the Act is repealed.
(2) Subsection 102(7) of the French version of the Act is replaced by the following:
Marginal note:Subrogation
(7) L’administrateur qui acquitte les dettes visées au présent article, dont l’existence est établie au cours d’une procédure soit de liquidation et de dissolution, soit de faillitte, a droit à toute priorité qu’aurait pu faire valoir l’employé et, le cas échéant, est subrogé aux droits constatés dans le jugement.
168. Subsection 103(7) of the Act is repealed.
169. Subsection 104(1) of the Act is replaced by the following:
Marginal note:Voting
104. (1) A director who is interested in a contract or transaction referred to in subsection 103(1) may not vote on any resolution to approve the contract or transaction.
170. Sections 106 and 107 of the Act are replaced by the following:
Marginal note:Effect of disclosure
106. A contract or transaction for which disclosure is required under section 103 is not invalid, and the director or officer is not accountable to the cooperative, its members or its shareholders for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or committee of directors that considered the contract or transaction, if
(a) disclosure of the interest was made in accordance with sections 103 to 105;
(b) the directors approved the contract or transaction; and
(c) the contract or transaction was reasonable and fair to the cooperative when it was approved.
Marginal note:Confirmation
106.1 Even if the conditions of section 106 are not met, a director or officer, acting honestly and in good faith, is not accountable to the cooperative, its members or its shareholders for any profit realized from a contract or transaction for which disclosure is required under section 103 and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction if
(a) the contract or transaction is approved or confirmed by special resolution at a meeting of the members;
(b) disclosure of the interest was made to the members in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and
(c) the contract or transaction was reasonable and fair to the cooperative when it was approved or confirmed.
Marginal note:Court order
107. If a director or officer of a cooperative fails to disclose an interest in a material contract or transaction in accordance with section 103, or otherwise fails to comply with sections 103 to 106.1, a court may, on the application of the cooperative or a member or shareholder, set aside the contract or transaction on any terms that it thinks fit or order that the director or officer account to the cooperative, its members or its shareholders for any profit realized from the contract or transaction.
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