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

Notices and Documents

• 367 (1) to (3) [Repealed, 2018, c. 8, s. 86]

• Marginal note:Execution or signature of documents

  (4) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or, in Quebec, signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act.

Marginal note:Copies

• 368 (1) When a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy of it.

• Marginal note:Content and form of documents

  (2) The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,

  • (a) the notices and documents that may be transmitted in electronic or other form;

  • (b) the persons or classes of persons who may sign or transmit the notices and other documents;

  • (c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature; and

  • (d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received.

• (3) [Repealed, 2018, c. 8, s. 87]

• Marginal note:Storage of documents or information in electronic or other form

  (4) Subject to the regulations, a document or information that is received by the Director under this Act in electronic or other form may be entered or recorded by an information storage device, including a system of mechanical or electronic data processing, that is capable of reproducing stored documents or information in intelligible form within a reasonable time.

Marginal note:When notices or documents need not be sent

369 The Director may, on any conditions that the Director considers appropriate, determine that notices or documents or classes of notices or documents need not be sent to the Director under this Act if they are notices or documents that contain information similar to information contained in notices or documents required to be made public under any other Act of Parliament or under an Act of the legislature of a province.

Marginal note:Proof required by Director

• 370 (1) The Director may require that a document or a fact stated in a document required by this Act or the regulations to be sent to the Director be verified in accordance with subsection (2).

• Marginal note:Form of proof

  (2) A document or fact that the Director requires to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Appointment of Director

Marginal note:Appointment

371 The Minister may appoint a Director and one or more Deputy Directors to perform the duties and exercise the powers of the Director under this Act.

Regulations

Marginal note:Regulations

• 372 (1) The Governor in Council may make regulations

  • (a) providing for anything that by this Act is to be prescribed or provided for by the regulations;

  • (b) defining, enlarging or restricting the meaning of any word or expression used but not defined in this Act;

  • (c) requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;

  • (d) respecting the payment of any fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

  • (d.1) prescribing, for the purposes of subsection 58(2.1), a manner of determining the number of investment shares required for a person to be eligible to make a proposal, including the time and manner of determining a value or percentage of the outstanding investment shares;

  • (d.2) prescribing, for the purposes of paragraph 58(4)(d), the minimum amount of support required in relation to the number of times the person has submitted substantially the same proposal within the prescribed period;

  • (e) prescribing rules with respect to exemptions permitted by this Act;

  • (f) respecting the powers that may be granted by a shareholder in a form of proxy;

  • (g) prescribing any matter necessary for the purposes of the application of Part 21.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

  • (h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and

  • (i) prescribing, for the purposes of subsection 65(3), the manner of, and conditions for, voting at a meeting of a cooperative by means of a telephonic, electronic or other communication facility.

• Marginal note:Incorporation by reference

  (2) The regulations may incorporate any material by reference, regardless of its source and either as it exists on a particular date or as amended from time to time.

• Marginal note:Incorporated material is not a regulation

  (3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

Marginal note:Payment of fees

372.1 A fee in respect of the receipt or copying of any document must be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or in respect of any action that the Director is required or authorized to take must be paid to the Director before the document is examined, filed or issued or the action is taken.

Statements

Marginal note:Definition of statement

• 373 (1) In this section, statement means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 310.

• Marginal note:Sending of articles and statements

  (2) If this Act requires that articles or a statement relating to a cooperative be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

  • (a) record the date of receipt;

  • (b) issue the appropriate certificate;

  • (c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the cooperative or its agent or mandatary; and

  • (d) publish a notice of the issuance of the certificate in a publication generally available to the public.

• Marginal note:Date of certificate

  (3) A certificate referred to in subsection (2) that is issued by the Director may be dated as of the date of the receipt of the articles, statement or court order pursuant to which the certificate was issued or as of any later date specified by the court or person who signed the articles or statement.

• Marginal note:Signature

  (4) A signature required on a certificate issued by the Director under this Act may be printed or otherwise reproduced on the certificate or may be made in accordance with the regulations.

• Marginal note:Date of certificate

  (5) Despite subsection (3), a certificate of discontinuance may be dated as of the day a cooperative amalgamates under another Act or is continued.

Marginal note:Publication

373.1 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 4(4) or 167(1), section 248 or subsection 263(2) or 267(2).

Marginal note:Annual return

374 Every cooperative must send the Director an annual return in the form and within the period that the Director fixes.

Marginal note:Certificate

• 375 (1) The Director may provide any person with a certificate that a cooperative

  • (a) has sent to the Director a document required to be sent;

  • (b) has paid all required fees; or

  • (c) exists as of a certain date.

• Marginal note:Director may refuse to issue certificate of existence

  (2) For greater certainty, the Director may refuse to issue a certificate under paragraph (1)(c) if the Director has knowledge that the cooperative is in default of sending a document required to be sent or is in default of paying a required fee.

Marginal note:Alteration

376 The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized to do so by the person who sent the document or by their representative.

Marginal note:Corrections at request of Director

• 376.1 (1) If there is an error in articles, a notice, a certificate or other document, the directors, members or shareholders must, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take any other steps that the Director may reasonably require so that the Director may correct the document.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative.

• Marginal note:Corrections at the request of the cooperative

  (3) The Director may, at the request of the cooperative or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if

  • (a) the correction is approved by the directors of the cooperative, unless the error is obvious or was made by the Director; and

  • (b) the Director is satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative and that the correction reflects the original intention of the cooperative or the incorporators, as the case may be.

• Marginal note:Application to court

  (4) If, in the view of the Director, of the cooperative or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the members, shareholders or creditors.

• Marginal note:Notice to Director

  (5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Director may require surrender of document

  (6) The Director may demand the surrender of the original document, and may issue a corrected certificate or file the corrected articles, notice or other document.

• Marginal note:Date of corrected document

  (7) A corrected document must bear the date of the document it replaces unless

  • (a) the correction is made with respect to the date of the document, in which case the document must bear the corrected date; or

  • (b) the court decides otherwise.

• Marginal note:Notice

  (8) If a corrected certificate materially amends the terms of the original certificate, the Director must without delay give notice of the correction in a publication generally available to the public.

Marginal note:Cancellation of articles by Director

• 376.2 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a cooperative.

• Marginal note:No prejudice

  (2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative.

• Marginal note:Request to Director to cancel articles

  (3) In the prescribed circumstances, the Director may, at the request of a cooperative or of any other interested person, cancel the articles and related certificate of the cooperative if

  • (a) the cancellation is approved by the directors of the cooperative; and

  • (b) the Director is satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative and that the cancellation reflects the original intention of the cooperative or the incorporators, as the case may be.

• Marginal note:Application to court

  (4) If, in the view of the Director, of the cooperative or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the members, shareholders or creditors.

• Marginal note:Notice to Director

  (5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

• Marginal note:Return of certificate

  (6) The Director may demand the surrender of a cancelled certificate.

Marginal note:Inspection

• 377 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document, except a report sent to the Director under subsection 330(2), that is required to be sent to the Director under this Act, or that was required to be sent to a person performing a similar function under prior legislation.

• Marginal note:Copies and extracts

  (2) The Director must, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).