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

Marginal note:Resolution if proposed fundamental change

358 A non-profit housing cooperative may not be a party to a fundamental change to which Part 16 applies unless the change is authorized by a vote of not less than ninety per cent of the members.

PART 21Additional Provisions Respecting Worker Cooperatives

Marginal note:Definition of worker cooperative

• 359 (1) For the purposes of this Part, worker cooperative means a cooperative whose prime objectives are to provide employment to its members and to operate an enterprise in which control rests with the members.

• Marginal note:Requirements of articles

  (2) The articles of a worker cooperative must provide that

  • (a) no person may be admitted to membership unless the person is an individual and an employee of the cooperative; and

  • (b) the maximum membership investment payable by a person to be a member may not be more than fifty per cent of their expected annual salary during the first year of their membership, unless any amount in excess of that amount is also paid equally by all persons who are members.

• Marginal note:Non-member employees

  (3) Despite subsection (2), a worker cooperative may provide employment to non-members if, not later than five years after the incorporation of the cooperative or the acquisition of a business by the cooperative, not less than seventy-five per cent of its permanent employees or those of any entity controlled by it are members.

• Marginal note:Permanent employees

  (4) For the purpose of subsection (3), the following persons are not permanent employees:

  • (a) a person who is employed on a probationary period of less than three years; or

  • (b) a person who is under contract for a period of less than two years.

Marginal note:By-laws

• 360 (1) The by-laws of a worker cooperative must include

  • (a) any obligation of a member to provide capital to the cooperative, which capital, if required, must be applied fairly to all members;

  • (b) subject to subsections (2) and (3), the manner in which the membership of a member may be terminated;

  • (c) the procedure for allocating, crediting or distributing any surplus earnings of the cooperative, including that not less than fifty per cent of those earnings must be paid on the basis of the remuneration earned by the members from the cooperative or the labour contributed by the members to the cooperative;

  • (d) the period of probation of an applicant for membership, which may not be longer than three years;

  • (e) how work is to be allocated;

  • (f) a provision for the laying off or suspending of members when there is a lack of work; and

  • (g) a provision for the recall of members to work.

• Marginal note:Termination of membership

  (2) If the by-laws provide that membership is to be terminated by the directors, the by-laws must include a right of appeal to the members. Despite section 40, the by-laws may require that an appeal from the decision of the directors may only be launched within seven days after the member receives notice of the termination of membership.

• Marginal note:Laid-off member

  (3) A temporary lay-off of a member does not result in termination of their membership. After a member has been laid off and two years have elapsed after the date of the lay-off without the member having resumed employment with the cooperative, the directors or the members may, in accordance with the by-laws, terminate the membership of the member.

• Marginal note:Confirmation on appeal

  (4) A decision of the directors to terminate the membership of a member is confirmed if the members, at a duly called meeting of the members, do not reverse the directors’ decision.

• Marginal note:Deemed confirmation

  (5) If a meeting of the members is duly called to consider the appeal of a terminated member and a quorum of members is not available for the meeting, the directors must call a second meeting to be held, despite section 52, not later than seven days after the first meeting. If, at the second meeting, there is no quorum of members, the decision of the directors is deemed to be confirmed.

Marginal note:Name

• 361 (1) The articles of a worker cooperative must provide that the name of the worker cooperative include the words “worker cooperative”, “worker co-operative”, “worker co-op”, “coopérative de travailleurs”, “coop de travailleurs”, “co-op de travailleurs”, “coopérative de travail”, “coop de travail” or “co-op de travail”.

• Marginal note:Directors

  (2) Despite anything in this Act,

  • (a) not less than eighty per cent of the directors of a worker cooperative must be members that are employees of the cooperative; and

  • (b) the general manager of a worker cooperative may be a director.

• Marginal note:Reorganization

  (3) A worker cooperative may not be a party to a fundamental change to which Part 16 applies unless the change is authorized by a vote of not less than ninety per cent of the members.

• Marginal note:Dissolution

  (4) Unless otherwise provided in the articles, on dissolution of a worker cooperative, not less than twenty per cent of the surplus of the cooperative, after the payment of its liabilities, must be distributed to another cooperative, a non-profit entity or a charitable entity before any distribution is made to a member or shareholder.

PART 21.1Documents in Electronic or Other Form

Marginal note:Definitions

361.1 The definitions in this section apply in this Part.

electronic document

electronic document means, except in section 361.6, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. (document électronique)

information system

information system means a system used to generate, send, receive, store or otherwise process an electronic document. (système d’information)

Marginal note:Application

361.2 This Part does not apply to a notice, document or other information sent to or issued by the Director pursuant to this Act or to any prescribed notice, document or other information.

Marginal note:Use not mandatory

• 361.3 (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.

• Marginal note:Consent and other requirements

  (2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with a notice, document or other information is not satisfied by the provision of an electronic document unless

  • (a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and

  • (b) the electronic document is provided to the designated information system, unless otherwise prescribed.

• Marginal note:Revocation of consent

  (3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.

Marginal note:Creation and provision of information

361.4 A requirement under this Act or the regulations that a notice, document or other information be created or provided is satisfied by the creation or provision of an electronic document if

• (a) the by-laws or the articles of the cooperative do not provide otherwise; and

• (b) the regulations, if any, have been complied with.

Marginal note:Creation of information in writing

• 361.5 (1) A requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 361.4,

  • (a) the information in the electronic document is accessible so as to be usable for subsequent reference; and

  • (b) the regulations pertaining to this subsection, if any, have been complied with.

• Marginal note:Provision of information in writing

  (2) A requirement under this Act or the regulations that a notice, document or other information be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 361.4,

  • (a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and

  • (b) the regulations pertaining to this subsection, if any, have been complied with.

• Marginal note:Copies

  (3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document.

• Marginal note:Registered mail

  (4) A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed.

Marginal note:Statutory declarations and affidavits

• 361.6 (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if

  • (a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;

  • (b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and

  • (c) the requirements of sections 361.3 to 361.5 are complied with.

• Marginal note:Definitions

  (2) For the purposes of this section, “electronic document” and “secure electronic signature” have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

• Marginal note:Clarification

  (3) For the purpose of complying with paragraph (1)(c), the references to an “electronic document” in sections 361.3 to 361.5 are to be read as references to an “electronic document” as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

Marginal note:Signatures

361.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

• (a) the signature resulting from the use by a person of the technology or process is unique to the person;

• (b) the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and

• (c) the technology or process can be used to identify the person using the technology or process.

PART 22General

Notices

Marginal note:Notice to members, shareholders and directors

• 362 (1) A notice or document required by this Act, the regulations, the articles, the by-laws or a unanimous agreement to be sent to a member, shareholder or director may be sent to

  • (a) the member at the member’s latest address as shown in the records of the cooperative;

  • (b) the shareholder at the shareholder’s latest address as shown in the records of the cooperative or its transfer agent; and

  • (c) the director at the director’s latest address as shown in the records of the cooperative or in the last notice sent under section 81 or 91.

• Marginal note:Effect of notice

  (2) A director named in a notice sent by a cooperative to the Director under section 81 or 91 is presumed for the purposes of this Act to be a director of the cooperative referred to in the notice.

• Marginal note:Deemed receipt

  (3) A notice or document sent in accordance with subsection (1) to a member, shareholder or director is deemed to have been received seven days after it was sent unless there are reasonable grounds to believe that the member, shareholder or director did not receive the notice or document at that time or at all.

• Marginal note:Undelivered notice

  (4) If a cooperative sends a notice or document to a member or shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the member or shareholder cannot be found, the cooperative is not required to send any further notices or documents to the member or shareholder until the cooperative is informed in writing of their new address.

Marginal note:Notice to a cooperative

• 363 (1) A notice or document that is required to be sent to a cooperative may be sent to the cooperative’s registered office shown in the last notice of registered office filed with the Director and, if so sent, is deemed to have been received seven days after it was sent unless there are reasonable grounds to believe that the cooperative did not receive the notice or document at that time or at all.

• Marginal note:Service on a cooperative

  (2) A notice or document that is required to be served on a cooperative may be served on it at the cooperative’s registered office shown in the last notice of registered office filed with the Director.

Marginal note:Waiver of notice

364 When a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person who is entitled to it.

Certificates

Marginal note:Certificate of Director

• 365 (1) When this Act requires or authorizes the Director to issue a certificate or to certify a fact, the certificate must be signed by the Director or by a Deputy Director authorized under section 371.

• Marginal note:Evidence

  (2) Except in a proceeding under section 312 to dissolve a cooperative, a certificate referred to in subsection (1) or a certified copy of one, when introduced as evidence in a civil, criminal, administrative, investigative or other action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed it.

Marginal note:Certificate of cooperative

• 366 (1) A certificate that is issued on behalf of a cooperative stating a fact that is set out in the articles, the by-laws, a unanimous agreement or the minutes of the meetings of the directors, a committee of directors, the members or the shareholders, or in a trust indenture or other contract to which the cooperative is a party, may be signed by a director, officer or transfer agent of the cooperative.

• Marginal note:Proof

  (2) When introduced as evidence in a civil, criminal, administrative, investigative or other action or proceeding, the following things are, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:

  • (a) a fact stated in a certificate referred to in subsection (1);

  • (b) a certified extract from a securities register or a members’ register of a cooperative; and

  • (c) a certified copy of minutes or certified extract from minutes of a meeting of members, shareholders, directors or a committee of directors.

• Marginal note:Security certificate

  (3) An entry in a securities register of, or a security certificate issued by, a cooperative is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is the owner of the securities described in the register or certificate.

• Marginal note:Membership certificate

  (4) An entry in a members’ register of, or a certificate of membership or a membership share certificate issued by, a cooperative is, in the absence of evidence to the contrary, proof that the person whose name appears in it or on it is a member or owns the membership shares as set out in the membership share certificate or the register.