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

Short Title

Marginal note:Short title

1 This Act may be cited as the Canada Cooperatives Act.

PART 1Interpretation and Application

Interpretation

Marginal note:Definitions

• 2 (1) The definitions in this subsection apply in this Act.

  affairs

  affairs means the relationship between a cooperative and its affiliates and their members, shareholders, directors and officers, but does not include the business carried on by those bodies corporate. (affaires internes)

  affiliate

  affiliate means an affiliated body corporate within the meaning of subsection (2). (groupe)

  articles

  articles means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and articles of correction, and includes any amendments to any of them. (statuts)

  associate

  associate, in respect of a relationship with a person, means

  • (a) a body corporate of which the person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities;

  • (b) a cooperative entity of which the person beneficially owns more than ten per cent of the voting rights that can be cast at a meeting of the cooperative entity;

  • (c) an unincorporated entity of which the person beneficially owns more than ten per cent of the ownership interests;

  • (d) a partner of the person acting on behalf of the partnership of which they are partners;

  • (e) a trust or an estate or succession in which the person has a substantial beneficial interest or serves as a trustee, administrator, executor or liquidator of a succession or in a similar capacity;

  • (f) a spouse of the person or an individual who is cohabiting with the person in a conjugal relationship, having so cohabited for a period of at least one year;

  • (g) a child of the person or of the spouse or individual referred to in paragraph (f); and

  • (h) a relative of the person or of the spouse or individual referred to in paragraph (f), if that relative has the same residence as the person. (liens)

  auditor

  auditor includes a firm of accountants. (vérificateur)

  bearer

  bearer, in respect of a security, means the person who is in possession of a security that is payable to bearer or endorsed in blank. (porteur)

  beneficial ownership

  beneficial ownership includes

  • (a) in Quebec, the rights of a beneficiary of a trust that owns property, and ownership of property through one or more administrators of the property of others, mandataries or other legal representatives; and

  • (b) in the rest of Canada, ownership of property through one or more trustees, legal representatives, agents or other intermediaries. (véritable propriétaire)

  body corporate

  body corporate includes a cooperative, a cooperative entity, a company or any other body corporate wherever or however incorporated. (personne morale)

  call

  call means an option transferable by delivery, to demand delivery of a specified number or amount of securities at a fixed price within a specified time but does not include an option or right to acquire securities of the cooperative that granted the option or right to acquire. (option d’achat)

  cooperative

  cooperative means a body corporate that is incorporated under this Act and not discontinued under this Act. (coopérative)

  cooperative entity

  cooperative entity means a body corporate that, by the law under which it is organized and operated, must be organized and operated on — and is organized and operated on — cooperative principles. (entité coopérative)

  court

  court means the court of first instance of superior jurisdiction of a province. (tribunal)

  debt obligation

  debt obligation means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured. (titre de créance)

  delegate

  delegate means an individual who is appointed or elected to represent a member at a meeting of members. (délégué)

  Director

  Director means the Director appointed under section 371. (directeur)

  director

  director means an individual occupying the position of director, by whatever name called, of a cooperative, and “board of directors” or “directors” refers to the directors as a body. (administrateur)

  distributing cooperative

  distributing cooperative means, subject to subsections 4(4) and (5), a distributing cooperative as defined in the regulations. (coopérative ayant fait appel au public)

  entity

  entity means a body corporate, a trust, a partnership, a fund or an unincorporated organization. (entité)

  federation

  federation means a cooperative whose membership is composed substantially of other cooperative entities, federations or leagues of cooperative entities. (fédération)

  firm of accountants

  firm of accountants means a partnership whose partners and accountant employees are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting. (cabinet de comptables)

  former Act cooperative

  former Act cooperative means a cooperative that was incorporated under the Canada Cooperative Associations Act. (coopérative sous le régime de l’ancienne loi)

  holder

  holder means

  • (a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to the person or to bearer or in blank;

  • (b) in respect of the ownership of a membership share, the person referred to in section 5; and

  • (c) in respect of the ownership of an investment share, the person referred to in section 6. (détenteur)

  incapable

  incapable, in respect of an individual, means that the individual is found, under the laws of a province, to be unable, other than by reason of minority, to manage their property or is declared to be incapable by any court in a jurisdiction outside Canada. (incapable)

  incorporated

  incorporated, when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legislature of a province, includes a body corporate that is continued by or under any such Act. (constitué)

  incorporator

  incorporator means a person who signs articles of incorporation. (fondateur)

  individual

  individual means a natural person. (particulier)

  issuer

  issuer, in respect of a security, means the entity that issues the security. (émetteur)

  investment share

  investment share means a share in the capital of a cooperative that is not a membership share. (part de placement)

  meeting of a cooperative

  meeting of a cooperative means

  • (a) a meeting of members of a cooperative, or of a class of members of a cooperative, or

  • (b) a meeting of the holders of investment shares of a cooperative, or a class or series of investment shares,

  as the context permits. (assemblée d’une coopérative)

  member

  member means a member of a cooperative, but does not include an auxiliary member. (membre)

  member loan

  member loan means a loan required by the cooperative from its members as a condition of membership or to continue membership in the cooperative, and, for the purpose of Parts 8, 16, 17, 18.1 and 19 and subsection 163(2), a member loan is deemed to be a membership share issued at par value. (prêt de membre)

  membership share

  membership share means a share described in section 118. (part de membre)

  Minister

  Minister means the member of the Queen’s Privy Council for Canada that is designated by the Governor in Council as the Minister for the purposes of this Act. (ministre)

  officer

  officer includes the chairperson of the board of directors, a vice-chairperson of the board of directors, the president, a vice-president, the secretary, an assistant secretary, the treasurer, an assistant treasurer and the general manager of a cooperative, and any other individual designated as an officer of the cooperative by by-law or by resolution of the directors, or any other individual who performs functions for the cooperative similar to those normally performed by an individual occupying any such office. (dirigeant)

  ordinary resolution

  ordinary resolution means a resolution passed by a majority — or any greater number set out in the articles or a unanimous agreement — of the votes cast by or on behalf of the persons who are entitled to vote in respect of the resolution. (résolution ordinaire)

  patronage return

  patronage return means an amount that the cooperative allocates among and credits or pays to its members or to its member and non-member patrons based on the business done by them with or through the cooperative. (ristourne)

  person

  person means an individual or an entity, and includes a personal representative. (personne)

  personal representative

  personal representative means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney. (représentant personnel)

  prescribed

  prescribed means prescribed by regulation. (Version anglaise seulement)

  prior legislation

  prior legislation means the Canada Cooperative Associations Act, chapter 6 of the Statutes of Canada, 1970-71-72. (législation antérieure)

  proxy

  proxy means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of the shareholders. (procuration)

  put

  put means an option transferable by delivery, to deliver a specified number or amount of securities at a fixed price within a specified time. (option de vente)

  redeemable

  redeemable, with respect to an investment share issued by a cooperative, means that the share is one

  • (a) that the cooperative may acquire or redeem on the demand of the cooperative; or

  • (b) that the cooperative is required by its articles to acquire or redeem at a specified time or on the demand of the holder. (rachetable)

  security

  security includes an investment share, a debt obligation of a cooperative and a certificate evidencing such a share or debt obligation and, for the purposes of section 173 and Parts 18.1 and 19, includes a membership share. (valeur mobilière)

  security interest

  security interest means an interest or right in or charge on property of a cooperative to secure payment of a debt or the performance of an obligation of the cooperative. (sûreté)

  send

  send includes deliver. (envoyer)

  series

  series, in respect of investment shares, means a division of a class of those shares. (série)

  share

  share means a membership share or an investment share. (part)

  shareholder

  shareholder means a person described in section 6. (détenteur de parts de placement)

  special resolution

  special resolution means a resolution passed by not less than two thirds — or any greater number set out in the articles or a unanimous agreement — of the votes cast by or on behalf of the persons who are entitled to vote in respect of the resolution. (résolution spéciale)

  unanimous agreement

  unanimous agreement means an agreement in writing among all members and all shareholders, if any, that contains a provision referred to in subsection 115(1). (convention unanime)

• Marginal note:Affiliates

  (2) For the purposes of this Act,

  • (a) a body corporate is affiliated with another body corporate if one of them is a subsidiary of the other, if both are subsidiaries of the same body corporate or if each of them is controlled by the same person; and

  • (b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.

• Marginal note:Minors

  (3) For the purposes of this Act, the word minor has the same meaning as in the applicable provincial law and, in the absence of any such law, has the same meaning as the word child in the United Nations Convention on the Rights of the Child, adopted in the United Nations General Assembly on November 20, 1989.

Purpose and Application

Marginal note:Purposes of Act

• 3 (1) The purposes of this Act are

  • (a) to set out the law applicable to the business endeavours of persons who have associated themselves in a democratic manner to carry on a common purpose; and

  • (b) to advance the cause of uniformity of cooperative business law in Canada.

• Marginal note:Carrying on business in more than one place

  (2) No cooperative may be incorporated under this Act unless

  • (a) it will carry on its undertaking in two or more provinces; and

  • (b) it will have a fixed place of business in more than one province.

• Marginal note:Application

  (3) This Act applies to cooperatives incorporated under this Act that have not been discontinued.

• Marginal note:Non-application of certain Acts

  (4) No provision of the Canada Business Corporations Act, the Canada Not-for-profit Corporations Act or the Winding-up and Restructuring Act applies to a cooperative.

• Marginal note:Limitation on business that can be carried on

  (5) No cooperative may carry on the business of

  • (a) a bank;

  • (b) a company to which the Insurance Companies Act applies;

  • (c) a company to which the Trust and Loan Companies Act applies; or

  • (d) an association to which the Cooperative Credit Associations Act applies.

• Marginal note:Prohibition on granting degrees

  (6) No cooperative may carry on business as a degree-granting educational institution unless expressly authorized to do so by a federal or provincial agent that by law has the power to confer degree-granting authority on an educational institution.