Cooperative Energy Act (S.C. 1980-81-82-83, c. 108)

Short Title

Marginal note:Short title

1 This Act may be cited as the Cooperative Energy Act.

Interpretation

Marginal note:Definitions

• 2 (1) In this Act,

  Agreement

  Agreement means the Canada/Cooperative Energy Investment Agreement entered into between certain cooperatives and Her Majesty The Queen in right of Canada, represented by the Minister, bearing the formal date of the 18th day of December, 1981, tabled in the House of Commons on May 17, 1982 as Sessional Paper No. 321 — 7/53 and all amendments thereto made from time to time that are not inconsistent with the purpose, intent and objectives set out therein; (Entente)

  central cooperative credit society

  central cooperative credit society means a cooperative organization incorporated or organized by or pursuant to an Act of Parliament or of the legislature of a province, the membership or shareholders of which consist wholly or substantially of local cooperative credit societies and the principal purpose of which is to provide services to its members or shareholders; (société coopérative de crédit centrale)

  cooperative

  cooperative means

  • (a) any organization incorporated, continued or organized by or pursuant to an Act of Parliament or of the legislature of a province as a cooperative or a cooperative society, association or federation, including, without limiting the generality of the foregoing,

    • (i) a wheat pool, a grain trading cooperative or an agricultural product trading cooperative, and

    • (ii) a local cooperative credit society, central cooperative credit society or federation of cooperative credit societies,

  • (b) a financial service corporation or an insurance corporation, incorporated by or pursuant to an Act of Parliament or of the legislature of a province, the principal purpose of which is to provide financial services to, or to insure, cooperatives and members of cooperatives, and

  • (c) any corporation, incorporated by or pursuant to an Act of Parliament or of the legislature of a province, all of the issued shares of which, other than the minimum number of shares of the corporation, if any, that are required to be held by directors thereof, are owned by cooperatives; (coopérative)

  Corporation

  Corporation means the corporation incorporated by Part I; (Société)

  Development Corporation

  Development Corporation means the corporation incorporated by Part II; (Société de développement)

  Director

  Director has the same meaning as in the Canada Business Corporations Act; (Directeur)

  Equity Debenture

  Equity Debenture means a debenture of the Corporation, described on its face as an Equity Debenture, issued, pursuant to the Agreement, to Her Majesty in right of Canada as represented by the Minister or to a cooperative; (débenture à participation)

  federation of cooperative credit societies

  federation of cooperative credit societies means a federation, league or corporation incorporated or organized by or pursuant to an Act of Parliament or of the legislature of a province, the membership or the shareholders of which include two or more central cooperative credit societies; (fédération de sociétés coopératives de crédit)

  local cooperative credit society

  local cooperative credit society means a cooperative organization incorporated or organized by or pursuant to an Act of Parliament or of the legislature of a province, the membership or the shareholders of which consist wholly or substantially of natural persons and the principal purpose of which is to receive deposits from its members or shareholders and make loans to its members or shareholders; (société coopérative de crédit locale)

  Minister

  Minister means the Minister of Natural Resources. (Ministre)

• Marginal note:Words and expressions

  (2) Unless otherwise provided, words and expressions used in this Act have the same meaning as in the Canada Business Corporations Act.

PART ICooperative Energy Corporation

Marginal note:Cooperative Energy Corporation incorporated

• 3 (1) A corporation is hereby incorporated, to be known as the “Cooperative Energy Corporation” in English and “Société coopérative de l’énergie” in French.

• Marginal note:Dissolution of Corporation

  (2) The Corporation may be dissolved under the Canada Business Corporations Act.

Marginal note:Express authorization to use word “cooperative”

• 4 (1) The Corporation may use the words “cooperative” and “co-op” or either of them or any abbreviation or derivation of either of them as part of its corporate name or in any other manner in connection with the conduct of its business during such period of time as there are no holders of any class of shares of the Corporation, other than

  • (a) cooperatives; or

  • (b) cooperatives and Her Majesty in right of Canada as represented by the Minister.

• Marginal note:Authorization to use word “Société”

  (2) The word “Société” or the abbreviation “S.” may be part of the name of the Corporation in its French form instead of any other word or abbreviation mentioned in subsection 10(1) of the Canada Business Corporations Act.

Marginal note:Capitalization

5 The classes of shares that the Corporation is authorized to issue and the rights, privileges, restrictions and conditions attaching to each such class of shares are set out in the schedule.

Marginal note:Partly paid shares permitted

6 Shares of a class of the Corporation may be issued as partly paid or with no payment having been made thereon, on the terms of payment determined by the directors of the Corporation, if the rights, privileges, restrictions and conditions attaching to the shares of that class so provide.

Marginal note:First directors

• 7 (1) The first directors of the Corporation shall be such persons as may be appointed by the Governor in Council.

• Marginal note:Idem

  (2) Each director appointed pursuant to subsection (1) holds office until the first meeting of shareholders of the Corporation.

Marginal note:Application of Canada Business Corporations Act

• 8 (1) Except where inconsistent with this Act, the Canada Business Corporations Act and any regulations made thereunder apply to the Corporation, with such modifications as the circumstances require, as if it were a corporation incorporated under that Act.

• Marginal note:Articles of incorporation

  (2) Where a provision of the Canada Business Corporations Act or any other Act of Parliament or any Act of the legislature of a province or any regulation made under any such Act that applies in respect of the Corporation makes reference or has application to articles of incorporation, the provision shall be construed in relation to the Corporation as a reference to the schedule.

• Marginal note:Agreement is unanimous shareholder agreement

  (3) In the application of this Act and the Canada Business Corporations Act and any regulations made thereunder to the Corporation, the Agreement is deemed to be a unanimous shareholder agreement within the meaning of the Canada Business Corporations Act.

Marginal note:Issue of certain certificates conditional on Act of Parliament

9 No certificate of amendment, restated certificate of incorporation or certificate of amalgamation, in relation to the Corporation, shall be issued by the Director pursuant to the Canada Business Corporations Act, unless an Act of Parliament expressly authorizes the Director to issue the certificate.

10 [Repealed, 2009, c. 23, s. 321]

Marginal note:Not agent of Her Majesty

11 The Corporation is not an agent of Her Majesty, or a Crown Corporation within the meaning of the Financial Administration Act, and its officers and employees are not part of the federal public administration.

PART IICooperative Energy Development Corporation

Marginal note:Cooperative Energy Development Corporation incorporated

• 12 (1) A corporation is hereby incorporated, to be known as the “Cooperative Energy Development Corporation” in English and “Société coopérative de développement énergétique” in French.

• Marginal note:Dissolution of Development Corporation

  (2) The Development Corporation may be dissolved under the Canada Business Corporations Act.

Marginal note:Express authorization to use word “cooperative”

• 13 (1) The Development Corporation may use the words “cooperative” and “co-op” or either of them or any abbreviation or derivation of either of them as part of its corporate name or in any other manner in connection with the conduct of its business during such period of time as the Corporation is

  • (a) authorized pursuant to this Act to use those words as part of its corporate name; and

  • (b) the sole holder of all of the issued and outstanding shares of the Development Corporation of the class referred to in subparagraph 14(4)(b)(i).

• Marginal note:Authorization to use the word “Société”

  (2) The word “Société” or the abbreviation “S.” may be part of the name of the Development Corporation in its French form instead of any other word or abbreviation mentioned in subsection 10(1) of the Canada Business Corporations Act.

Marginal note:Filing of articles of incorporation

• Footnote ^*14 (1) Any two of the first directors of the Corporation shall, within one hundred and eighty days after this Part comes into force, sign and send to the Director, in respect of the Development Corporation, articles of incorporation in accordance with subsection (4) and section 6 of the Canada Business Corporations Act.

  • Return to footnote ^*[Note: Part II in force July 9, 1982, see SI/82-148.]

• Marginal note:Effect of articles of incorporation

  (2) On receipt of articles of incorporation, the Director shall not issue a certificate of incorporation and sections 8 and 9 of the Canada Business Corporations Act do not apply to the Development Corporation.

• Marginal note:Idem

  Footnote ^*(3) Where articles of incorporation are sent to the Director pursuant to subsection (1) within the period of time set out therein, the articles shall have effect from the date this Part comes into force.

  • Return to footnote ^*[Note: Part II in force July 9, 1982, see SI/82-148.]

• Marginal note:Mandatory rights, privileges, restrictions and conditions

  (4) The articles of incorporation in relation to the Development Corporation that are sent to the Director pursuant to subsection (1) shall, in respect of the classes of shares that the Development Corporation is authorized to issue,

  • (a) provide for the restrictions that are permitted under paragraphs 15(1)(a) and (b); and

  • (b) provide

    • (i) that one of the classes of shares shall not be issued to, transferred to or registered on the books of the Development Corporation in the name of, or owned or held legally or beneficially by any person other than the Corporation, and

    • (ii) that the Corporation, as the holder of the class of shares referred to in subparagraph (i), has the exclusive right, voting separately as a class, to elect a majority of the directors of the Development Corporation.

Marginal note:Constraints on shares

• 15 (1) Whether or not any of the issued shares of the Development Corporation are or were part of a distribution to the public and remain outstanding and are held by more than one person, the Development Corporation may have a restriction on the issue, transfer or ownership of its shares of any class or series by way of a constraint permitted under section 168 of the Canada Business Corporations Act or by way of a constraint on the issue, transfer or ownership of shares of any class or series in order to

  • (a) limit the maximum aggregate number of shares of any class or series of voting shares of the Development Corporation that may be beneficially owned or controlled, directly or indirectly, by any person and by any person who is an affiliate or associate of that person to such percentage, not lower than three per cent, as is specified in its articles, of the aggregate number of issued and outstanding voting shares of that class or series; or

  • (b) assist the Development Corporation or any of its affiliates or associates to qualify under

    • (i) any law of Canada or a province prescribed by the regulations for the purposes of this paragraph, or

    • (ii) a law of Canada respecting petroleum incentives prescribed by the regulations for the purposes of this paragraph or, where no such law is so prescribed, a document entitled “Proposed Outline For Regulations Respecting The Petroleum Incentives Program”, published under the authority of the Minister in April, 1982,

    to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control.

• Marginal note:Exception in respect of paragraph (1)(a) or (b)

  (2) Paragraph (1)(a) or (b) does not permit a constraint on the issue, transfer or ownership of shares of any class or series of which any shares are outstanding unless

  • (a) in the case of a constraint in respect of a class, the shares of the class, or

  • (b) in the case of a constraint in respect of a series, the shares of the series

  are already subject to a constraint permitted under that paragraph.

• Marginal note:Limitation on ownership of shares

  (3) The Development Corporation may, pursuant to paragraph (1)(b), limit the number of shares of the Development Corporation that may be owned, or prohibit the ownership of shares, by any person whose ownership would adversely affect the ability of the Development Corporation or any of its affiliates or associates to attain or maintain a level of Canadian ownership or control specified in its articles that equals or exceeds a specified level referred to in paragraph (1)(b).

• Marginal note:Application of subsections (2) and (3), paragraph (1)(b) and section 16

  (4) Paragraph (1)(b), subsections (2) and (3) and section 16 apply to the Development Corporation, subject to any provisions of the Canada Business Corporations Act, in respect of constraints on the issue, transfer or ownership of shares of any class or series, for the purpose of assisting a corporation or any of its affiliates or associates to qualify under any law of Canada or a province prescribed pursuant to the Canada Business Corporations Act to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control.

• Marginal note:Sale of constrained shares

  (5) Where the Development Corporation has constraints on the issue, transfer or ownership of its shares of any class or series for a purpose referred to in paragraph (1)(a) or (b), the Development Corporation may,

  • (a) for that purpose, or, in the case of a constraint permitted under paragraph (1)(b), for the purpose of attaining or maintaining a level of Canadian ownership or control specified in its articles, and

  • (b) under such conditions and after giving such notice, in respect of the sale of constrained shares, as may be prescribed pursuant to the Canada Business Corporations Act or, where no such condition or notice is so prescribed, after giving the notice referred to in its articles and on the condition that the constrained shares are not disposed of in accordance with the notice,

  sell, as if it were the owner thereof, any of such constrained shares that are owned, or that the directors determine in such manner as may be prescribed pursuant to the Canada Business Corporations Act may be owned, contrary to the constraints.

• Marginal note:Obligations of directors in sale

  (6) Where shares are to be sold by the Development Corporation pursuant to subsection (5), the directors of the Development Corporation shall select the shares for sale in good faith and, where applicable, in a manner that is not unfairly prejudicial to, and does not unfairly disregard the interests of, the holders of the shares in the constrained class or series taken as a whole.

• Marginal note:Effect of sale

  (7) Where shares are sold by the Development Corporation under subsection (5), the owner of the shares immediately prior to the sale shall by that sale be divested of any interest in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the Development Corporation that, but for the sale, that person could properly be treated as the registered owner or registered holder of the shares under section 47 of the Canada Business Corporations Act shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned thereon from the beginning of the month next following the date of the receipt by the Development Corporation of the proceeds of the sale, less any taxes thereon and any costs of administration of a trust fund constituted under subsection (9) in relation thereto.

• Marginal note:Subsections 47(4) to (6) of the Canada Business Corporations Act apply

  (8) Subsections 47(4) to (6) of the Canada Business Corporations Act apply in respect of the person who is entitled under subsection (7) to receive the proceeds of a sale of shares under subsection (5) as if the proceeds were a security and the person were a registered holder or owner of the security.

• Marginal note:Proceeds of sale to be trust fund

  (9) The proceeds of a sale by the Development Corporation under subsection (5) constitute a trust fund in the hands of the Development Corporation for the benefit of the person entitled under subsection (7) to receive the proceeds of the sale, and any such trust fund may be commingled by the Development Corporation with other such trust funds and shall be invested in such manner as may be prescribed by the regulations.

• Marginal note:Costs of administration

  (10) Reasonable costs of administration of a trust fund referred to in subsection (9) may be deducted from the trust fund and any income earned thereon.

• Marginal note:Appointment of trust company

  (11) Subject to this section, the Development Corporation may transfer any trust fund referred to in subsection (9), and the administration thereof, to a trust company in Canada registered as such under the laws of Canada or a province, and the Development Corporation is thereupon discharged of all further liability in respect of the trust fund.

• Marginal note:Discharge of corporation and trust company

  (12) A receipt signed by a person entitled under subsection (7) to receive the proceeds of a sale that constitute a trust fund under subsection (9) shall be a complete discharge of the Development Corporation and of any trust company to which a trust fund is transferred under subsection (11), in respect of the trust fund and income earned thereon paid to such person.

• Marginal note:Vesting in Crown

  (13) A trust fund described in subsection (9), together with any income earned thereon, less any taxes thereon and costs of administration, that has not been claimed by a person entitled under subsection (7) to receive the proceeds of a sale that constitute the trust fund for a period of ten years after the date of the sale vests in Her Majesty in right of Canada.

• Marginal note:Escheats Act applies

  (14) Sections 3 to 5 of the Escheats Act apply in respect of a trust fund that vests in Her Majesty in right of Canada under subsection (13).

• Marginal note:Application of subsections (6) to (14)

  (15) Subsections (6) to (14) apply to

  • (a) a sale of shares pursuant to subsection (5), and

  • (b) the proceeds of such sale

  subject to any provisions in respect of the sale of constrained shares set out in, or prescribed pursuant to, the Canada Business Corporations Act.