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

Incorporation

Marginal note:Issuance of certificate of incorporation

• 12 (1) The Director must issue a certificate of incorporation for a cooperative if the Director is satisfied that

  • (a) the articles are in accordance with section 11 and, if applicable, section 353 and subsection 359(2);

  • (b) the cooperative will be organized and operated and will carry on business on a cooperative basis;

  • (c) the cooperative will comply with Part 20 or 21, if applicable; and

  • (d) a notice that is required to be given under subsection 30(2) or 81(1) indicates that the cooperative, if it came into existence, would be in compliance with the Act.

• Marginal note:Reliance on articles

  (2) For the purposes of paragraphs (1)(b) and (c), the Director may rely on the articles required by section 10.

Marginal note:Date of existence and effect

13 On the day set out in its certificate of incorporation, a cooperative comes into existence and the incorporators become members of the cooperative.

By-laws

Marginal note:Adoption of by-laws

14 Without delay after the issuance of the certificate of incorporation, a meeting of the members must be held to make by-laws for the cooperative.

Marginal note:By-laws — mandatory provisions

• 15 (1) The by-laws of a cooperative must provide for

  • (a) the qualifications of members and the procedures for acceptance of members;

  • (b) the rights of joint members, if any;

  • (c) the membership obligations of members, including any obligation to use the services of the cooperative and any fees to be paid by members;

  • (d) if the cooperative has auxiliary members, the rights and obligations of auxiliary members and the conditions for their acceptance by the cooperative as auxiliary members, including

    • (i) the relationship an individual must have with the cooperative in order to be an auxiliary member, and

    • (ii) the services of the cooperative that may be available to auxiliary members;

  • (e) whether the interest or right of a member in the cooperative may, subject to section 46, be transferred or assigned, and any conditions or restrictions that apply to such a transfer or assignment;

  • (f) the selection, qualifications, term of office and removal of directors and members of committees of directors;

  • (g) the distribution of any surplus earnings arising from the operations of the cooperative;

  • (h) if the cooperative is to act as an agent or mandatary for its members, a definition of that relationship;

  • (i) subject to sections 39 and 40 and Parts 20 and 21, the conditions on which membership is terminated, whether by withdrawal or by involuntary termination, if it may be terminated otherwise than as provided for in this Act, and the determination of the value and disposition of the member’s interest or right in the cooperative on termination; and

  • (j) if the cooperative wishes to permit members or shareholders to attend a meeting of the cooperative by means of a communication facility referred to in subsection 48(3), the ways in which votes must be held.

• Marginal note:By-laws — other provisions

  (2) The by-laws of a cooperative may provide for

  • (a) the representation of members by delegates and, if so,

    • (i) the designation of the classes or regional groups of members, if any, who may be represented by delegates,

    • (ii) the procedure for altering classes or regional groups of members, if applicable, and

    • (iii) the powers, duties, selection, voting rights and procedures for the removal of delegates;

  • (b) the division of members into classes or regional groups and, if so,

    • (i) the qualifications for membership in each class or regional group,

    • (ii) the conditions precedent to membership in each class or regional group,

    • (iii) the method, time and manner of withdrawing from a class or regional group or transferring membership from one class or regional group to another and any applicable conditions on a transfer, and

    • (iv) the conditions on which membership in a class or regional group ends;

  • (c) the referral of disputes between a member and the cooperative to a process of dispute resolution; and

  • (d) any other matter that the members consider necessary or desirable.

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.

Cooperative Basis

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.

Pre-incorporation Contracts

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.

Name

Marginal note:Required name

• 20 (1) A cooperative must have the word “cooperative”, “co-operative”, “coop”, “co-op”, “coopérative”, “united” or “pool”, or another grammatical form of any of those words, as part of its name.

• Marginal note:Use of abbreviation

  (2) A cooperative that has the word “cooperative”, “co-operative”, “coop”, “co-op” or “coopérative”, or another grammatical form of any of those words, as part of its name may use and be legally designated by any of those words or forms.

• Marginal note:Business restriction

  (3) If the business of a cooperative is restricted by its articles or by a resolution of its members to a specific business purpose, the cooperative must have as part of its name one or more words that suggest the nature of the restriction.

• Marginal note:Alternate form

  (4) The name of a cooperative may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets the prescribed criteria. The cooperative may use and be legally designated by any such form.

• (5) [Repealed, 2001, c. 14, s. 144]

• Marginal note:Identification outside Canada

  (6) A cooperative may set out in its articles its name in any language form and, if it does, it may use and be legally designated outside Canada by its name in that form.

• Marginal note:Publication of name

  (7) A cooperative must set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for things or services made by or on behalf of the cooperative and in all documents filed with the Director under this Act.

Marginal note:Other name

21 Subject to subsection 20(3) and section 23, a cooperative may carry on business or identify itself by a name or style other than as set out in its articles.

Marginal note:Reservation of name

22 The Director may, on request, reserve for a prescribed period a name for an intended cooperative or for a cooperative that intends to change its name.

Marginal note:Prohibited names

23 A cooperative must not be incorporated or continued as a cooperative under this Act with, change its name to, or have, carry on business under or identify itself by a name that is prohibited by the regulations or that does not meet the prescribed requirements.

Marginal note:Direction to change name

• 24 (1) The Director may direct a cooperative to change its name in accordance with section 289 if, through inadvertence or otherwise, the cooperative acquires a name that is prohibited by the regulations or that does not meet the prescribed requirements.

• Marginal note:Revocation of name

  (2) If a cooperative has not followed a directive under subsection (1) or (3) within the prescribed period, the Director may revoke the name of the cooperative and assign a new name to it and, until changed in accordance with section 289, the name of the cooperative is the name assigned by the Director.

• Marginal note:Undertaking to change name

  (3) If a cooperative acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the cooperative to change its name in accordance with section 289, unless the undertaking is honoured within the period specified in subsection (2).

• (4) [Repealed, 2018, c. 8, s. 53]

• (5) [Repealed, 2018, c. 8, s. 53]