Canada Cooperatives Act

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.