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

Marginal note:Calling members’ meetings

• 49 (1) After holding the organizational meeting referred to in section 82, the directors must call a meeting of the members without delay.

• Marginal note:Business at first meeting

  (2) The members, at their first meeting, must

  • (a) adopt by-laws for the cooperative;

  • (b) elect directors in accordance with subsection 81(3); and

  • (c) subject to subsection 254(1), appoint an auditor to hold office until the close of the first annual meeting of members.

Marginal note:Calling meetings of the members

• 50 (1) The directors must call the first annual meeting of members not later than eighteen months after the cooperative comes into existence and an annual meeting of members must be held not later than the earlier of

  • (a) fifteen months after holding the last annual meeting, and

  • (b) six months after the end of the preceding financial year.

• Marginal note:Special meetings

  (2) The directors may at any time call a special meeting of the members or of the shareholders.

• Marginal note:Order to delay calling of annual meeting

  (3) Despite subsection (1), the cooperative may apply to the court for an order extending the time for calling an annual meeting.

Marginal note:Record date

• 51 (1) The directors may, within the prescribed period, fix in advance a date as the record date for the determination of the members or shareholders who are entitled to receive payment of a dividend or for any other purpose except the right to receive notice of, or to vote at, a meeting.

• Marginal note:Record date — members’ meetings

  (2) For the purpose of determining the persons who are entitled to receive notice of, or to vote at, a meeting of members, the record date is

  • (a) the day before the day on which the notice is given; or

  • (b) if no notice is given, the day of the meeting.

• Marginal note:Record date — notice of shareholders’ meetings

  (3) For the purpose of determining the shareholders who are entitled to receive notice of a meeting of the shareholders, the directors may, within the prescribed period, fix in advance a date as the record date for that determination.

• Marginal note:Record date — voting at shareholders’ meetings

  (4) For the purposes of determining the shareholders who are entitled to vote at a meeting of shareholders, the directors may, within the prescribed period, fix in advance a date as the record date for that determination.

• Marginal note:If no record date fixed

  (5) If no record date is fixed under subsection (1) or (3), the record date

  • (a) for the determination of members or shareholders for any purpose, other than to establish the right of a member or shareholder to receive notice of a meeting or to vote, is the day on which the directors pass the resolution relating to the particular purpose; and

  • (b) for the determination of shareholders who are entitled to receive notice of a meeting is

    • (i) the day before the day on which the notice is given, or

    • (ii) if no notice is given, the day of the meeting.

• Marginal note:If record date fixed

  (6) If a record date with respect to shareholders is fixed under this section, unless notice of the date is waived by each shareholder whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the record date must be given within the prescribed period

  • (a) by advertisement in a newspaper published or distributed in a place where the cooperative has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its investment shares may be recorded; and

  • (b) by written notice to each stock exchange in Canada on which the investment shares of the cooperative are listed for trading.

Marginal note:Notice of meetings

• 52 (1) Notice of the time and place of a meeting of a cooperative must be sent within the prescribed period

  • (a) to each person who is entitled to vote at the meeting;

  • (b) to each director; and

  • (c) to the auditor of the cooperative, if any.

• Marginal note:Exception

  (1.1) In the case of a cooperative that is not a distributing cooperative, the notice may be sent within a shorter period if so specified in the articles or the by-laws.

• Marginal note:Publication

  (2) Notice of the time and place of a meeting of the holders of investment shares of any class that is publicly traded on a recognized stock exchange in Canada may be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in general circulation in the place where the registered office of the cooperative is situated and in each place in Canada where the cooperative has a transfer agent or where a transfer of the investment shares may be recorded.

• Marginal note:By-laws may specify manner of giving notice to members

  (3) The by-laws of a cooperative may derogate from this section, but only in respect of the manner in which notice of a meeting of members may be given to members.

Marginal note:Notice not required

53 A notice of a meeting of a cooperative need not be sent to a shareholder who was not registered on the records of the cooperative or its transfer agent on the record date fixed or determined under section 51.

Marginal note:Failure to receive notice

54 Failure to receive notice of a meeting does not deprive a person of a right to vote at the meeting to which the person is otherwise entitled.

Marginal note:Notice when adjournment

• 55 (1) If a meeting of a cooperative is adjourned for less than thirty days, it is not necessary, unless the by-laws provide otherwise, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

• Marginal note:Notice of adjournment — meetings of members

  (2) If a meeting of members is adjourned by one or more adjournments for a total of thirty days or more, notice of the adjourned meeting must be given as for the original meeting.

• Marginal note:Notice of adjournment — meetings of shareholders

  (3) If a meeting of shareholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the adjourned meeting must be given as for the original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 165(1) does not apply.

Marginal note:Special business

• 56 (1) All matters dealt with at a special meeting of a cooperative and all matters dealt with at an annual meeting, except consideration of the financial statements, the auditor’s report, the business of the cooperative, the election of directors, the remuneration of directors and the re-appointment of the incumbent auditor, are special business.

• Marginal note:Notice if special business is to be transacted

  (2) Notice of a meeting of a cooperative at which special business is to be transacted must

  • (a) state the nature of the special business in sufficient detail to permit the recipient to form a reasoned judgement with respect to the special business; and

  • (b) contain the text of any special resolution to be submitted to the meeting.

Marginal note:Waiver of notice

• 57 (1) A person who is entitled to attend a meeting of a cooperative may waive notice of the meeting in any manner.

• Marginal note:Attendance is waiver

  (2) Attendance at a meeting of a cooperative is a waiver of notice of the meeting, except when a person attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

Proposals

Marginal note:Proposals

• 58 (1) A member may

  • (a) submit to the cooperative notice of any matter that the member proposes to raise at an annual meeting; and

  • (b) discuss at the meeting any matter in respect of which the member would have been entitled to submit a proposal.

• Marginal note:Proposals by members or directors to amend articles

  (2) Any member or director may, in accordance with section 290, make a proposal to amend the articles.

• Marginal note:Proposals by other persons to amend articles

  (2.1) Any other person may, in accordance with section 290, make a proposal to amend the articles if the person

  • (a) has been, for at least the prescribed period, the registered holder or the beneficial owner of at least the prescribed number of outstanding investment shares of the cooperative; or

  • (b) has the support of persons who, in the aggregate, and including or not including the person that submits the proposal, have been, for at least the prescribed period, the registered holders, or the beneficial owners of, at least the prescribed number of outstanding investment shares of the cooperative.

• Marginal note:Information to be provided

  (2.2) A proposal submitted by a person described in paragraph (2.1)(a) must be accompanied by the following information:

  • (a) the name and address of the person and of the person’s supporters, if applicable; and

  • (b) the number of investment shares held or owned by the person and by the person’s supporters, if applicable, and the date the investment shares were acquired.

• Marginal note:Information not part of proposal

  (2.3) The information provided under subsection (2.2) does not form part of the proposal or of the supporting statement referred to in subsection (3) and is not included for the purposes of the prescribed maximum word limit set out in subsection (3).

• Marginal note:Proof may be required

  (2.4) If requested by the cooperative within the prescribed period, a person who submits a proposal must provide proof, within the prescribed period, that the person meets the requirements of subsection (2.1).

• Marginal note:Proposal and statement to accompany notice of meeting

  (3) A proposal submitted for consideration at a meeting must be attached to the notice of the meeting, together with, if requested by the person making the proposal, a statement in support of the proposal and the name and address of person making the proposal. The statement and the proposal must together not exceed the prescribed maximum number of words.

• Marginal note:Exceptions

  (4) A cooperative need not comply with subsection (3) if

  • (a) the proposal is not submitted to the cooperative within the prescribed period;

  • (b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the cooperative or its directors, officers, members or security holders;

  • (c) not more than the prescribed period before the receipt of a proposal, a person failed to present, at a meeting, a proposal that, at the person’s request, had been attached by the cooperative to the notice of the meeting;

  • (d) substantially the same proposal was attached to a notice of meeting relating to a meeting of the cooperative held not more than the prescribed period before the receipt of the proposal and the proposal did not receive the prescribed minimum amount of support at the meeting; or

  • (e) the rights conferred by subsections (1) and (2) are being abused to secure publicity.

• Marginal note:Cooperative may refuse to include proposal

  (4.1) If

  • (a) a person described in subsection (2.1) makes a proposal and fails to continue to hold or own the number of investment shares referred to in that subsection up to and including the day of the meeting, or

  • (b) a member makes a proposal and, prior to the meeting, withdraws from membership in accordance with section 39,

  the cooperative is not required to include in the notice of a meeting, or attach to it, any proposal submitted by that person for any meeting held within the prescribed period following the date of the meeting.

Marginal note:Liability for circulation

59 No cooperative or person acting on behalf of a cooperative incurs any liability by reason only of circulating a proposal or statement in accordance with section 58.

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.

• Marginal note:Order to omit proposal from notice

  (3) A cooperative or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the cooperative to omit the proposal from a notice of meeting, and the court, if it is satisfied that subsection 58(4) applies, may make any order that it thinks fit.

Lists

Marginal note:List of persons entitled to receive notice

• 61 (1) A cooperative must prepare an alphabetical list of its members as of the record date established under subsection 51(2) or, if the by-laws provide for delegates, of the delegates, who are entitled to receive notice of and vote at a meeting of members.

• Marginal note:Entitlement to vote — members’ meetings

  (2) Subject to subsection 7(3), a member or delegate whose name appears on the list referred to in subsection (1) is entitled to one vote at a meeting of members.

• Marginal note:List of shareholders entitled to vote

  (3) If a record date for voting is fixed under subsection 51(4), a cooperative must prepare, no later than ten days after the record date, an alphabetical list of shareholders who are entitled to vote as of the record date at a meeting of shareholders that shows the number of investment shares held by each shareholder.

• Marginal note:Entitlement to vote

  (4) A shareholder named in the list referred to in subsection (3) is entitled to vote the investment shares opposite their name at the meeting to which the list relates.

• Marginal note:List of shareholders entitled to receive notice

  (5) If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than 10 days after the record date for notice of a meeting that is fixed under subsection 51(3) or not later than the record date that is referred to in subsection 51(5), as the case may be, an alphabetical list of shareholders who are entitled to receive notice of a meeting of shareholders as of the record date that shows the number of shares held by each shareholder.

• Marginal note:Entitlement to vote

  (6) A shareholder whose name appears on the list referred to in subsection (5) is entitled to vote the investment shares shown opposite their name at the meeting to which the list relates, except to the extent that

  • (a) the shareholder has transferred the ownership of any of those investment shares after the record date, and

  • (b) the transferee of those investment shares demands, not later than ten days before the meeting, or any shorter period that the by-laws of the cooperative provide, that the transferee’s name be included in the list before the meeting and produces properly endorsed investment share certificates or otherwise establishes that the transferee owns the investment shares,

  in which case the transferee may vote the shares at the meeting.

• Marginal note:Examination of list

  (7) A person who is entitled to vote at a meeting of a cooperative may examine a list that relates to the meeting

  • (a) during usual business hours at the registered office of the cooperative or at the place where its records of members and shareholders are maintained; and

  • (b) at the meeting for which the list was prepared.