8. (1) An application for incorporation of a cooperative may be made by a minimum of three persons, or by one or more cooperative entities, who intend to be members of the cooperative.

(2) A person may not make an application under subsection (1) if the person is

(a) an individual who is less than eighteen years of age;

(b) an individual who is of unsound mind and has been so found by a court in Canada or elsewhere; or

(c) an individual or body corporate that has the status of bankrupt.

1998, c. 1, s. 8; 2001, c. 14, s. 139.

9. A cooperative may be incorporated with or without membership shares and with or without the power to issue investment shares.

10. An application for incorporation is made by sending the following to the Director:

(a) articles of incorporation;

(b) a notice of registered office in accordance with section 30;

(c) a notice of directors in accordance with section 81;

(d) a declaration signed by the incorporators that after incorporation the cooperative will be organized and operated and will carry on business on a cooperative basis;

(e) if applicable, a declaration signed by the incorporators that after the incorporation the cooperative will be in compliance with either Part 20 or 21; and

(f) any other information that the Director may require to make a decision under section 12.

11. (1) Articles of incorporation must be in the form fixed by the Director and contain the following particulars:

(a) the name of the cooperative;

(b) the place in Canada where its proposed registered office will be located;

(c) the name and residence address of each of the incorporators;

(d) the number of directors or the minimum and maximum number of directors;

(e) any restriction on the businesses that the cooperative may carry on;

(f) any restriction on the class of membership in the cooperative;

(g) a statement that the cooperative will be organized and operated and will carry on business on a cooperative basis;

(h) a statement that the cooperative will carry on its undertaking in two or more provinces and will have a fixed place of business in more than one province;

(i) whether the cooperative is to be incorporated with or without membership share capital, and, if there is to be no membership share capital, a statement that the interest of each member as member is, subject to subsection 7(3), the same as that of every other member;

(j) if there is to be membership share capital, whether the number of membership shares to be issued is unlimited or limited, and if limited, the maximum number of membership shares that may be issued, and, if the membership shares are to have a par value, their par value and, if they are not to have par value, whether the membership shares are to be issued, purchased, redeemed or otherwise acquired at a fixed price or at a price determined in accordance with a formula, and if so, the particulars of the formula;

(k) any provision for a maximum rate of return that may be paid on member loans or membership shares;

(l) whether there is to be investment share capital and, if so, the particulars of it;

(m) any provisions for the distribution of the property of the cooperative on its dissolution and, in the case of a cooperative to which Part 20 or 21 applies, the provisions for that distribution of property in accordance with the applicable Part; and

(n) any provision by which the members, other than by means of a unanimous agreement, restrict, in whole or in part, the powers of the directors to manage the business of the cooperative.

(2) The articles may set out any provisions that could be set out in the by-laws of the cooperative and if they do, any reference in this Act to the by-laws of the cooperative is also a reference to those provisions of the articles.

(3) Subject to subsection (4), the articles or a unanimous agreement may require a greater number of votes of directors, members or shareholders than is required by this Act to effect an action.

(4) Neither the articles nor a unanimous agreement may require, in order to remove a director or delegate, that more than a majority of the votes cast by or on behalf of the persons who are entitled to vote be so cast.

(5) The articles must be signed by the incorporators.

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.

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

1998, c. 1, s. 12; 2001, c. 14, s. 140.

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

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.

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 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 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.

(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.

1998, c. 1, s. 15; 2001, c. 14, s. 141.

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.

1998, c. 1, s. 16; 2001, c. 14, s. 142.

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.

(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.

18. (1) Every cooperative must be organized and operated and must carry on business on a cooperative basis.

(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.

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.

(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.

(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).

(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.

1998, c. 1, s. 19; 2001, c. 14, s. 143.

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.

(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.

(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.

(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]

(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.

(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.

1998, c. 1, s. 20; 2001, c. 14, s. 144.

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.

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

23. A cooperative may not be incorporated with, have, carry on business under or identify itself by a name that is

(a) prohibited, or deceptively misdescriptive, as may be prescribed; or

(b) reserved for another body corporate.

24. (1) The Director may direct a cooperative to change its name if the cooperative’s name contravenes section 23 when the cooperative comes into existence or is continued.

(2) If a cooperative has not complied with a direction under subsection (1) within sixty days after it is served with a written copy of the direction, the Director may issue a certificate of amendment revoking the name of the cooperative and assigning a new name to it.

(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) The articles of the cooperative are deemed to be amended accordingly on the date shown in the certificate of amendment issued under subsection (2).

(5) On issuing a certificate of amendment under subsection (2), the Director must give notice of the change of name without delay in a publication generally available to the public.

25. Every entity, other than a cooperative incorporated under this Act or a body corporate incorporated by or under the authority of another Act of Parliament or an Act of the legislature of a province, is guilty of an offence if the entity uses or authorizes the use of the word “cooperative”, “co-operative”, “co-op”, “coop”, “coopérative” or “pool”, or another grammatical form of any of those words, as part of its name or in any manner in connection with the conduct of its business so that the entity could reasonably be considered to be holding itself out as carrying on business as a cooperative entity.

26. (1) Subject to this Act, a cooperative

(a) has the capacity and the rights, powers and privileges of a natural person; and

(b) may carry on business throughout Canada.

(2) It is not necessary for a cooperative to pass a by-law in order to confer any particular power on a cooperative or its directors.

27. (1) Subject to this Act, a cooperative has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

(2) No cooperative and no subsidiary of a cooperative may carry on any business contrary to a restriction set out in the articles of the cooperative.

(3) No act of a cooperative, including a transfer of property, is invalid by reason only that the act is contrary to its articles or this Act.

(4) A member of a cooperative is deemed to have knowledge of the content of the articles and by-laws of the cooperative.

(5) Subject to subsection (4), no person is deemed to have knowledge of the content of a document by reason only that it is filed with the Director or is available for inspection at the cooperative.

28. (1) No cooperative and no guarantor of an obligation of a cooperative may assert against a person dealing with the cooperative or against a person who acquired rights from the cooperative that

(a) the cooperative’s articles, by-laws or any unanimous agreement have not been complied with;

(b) the persons named in the most recent notice of directors filed with the Director are not the directors;

(c) the place named in the most recent notice of registered office filed with the Director is not the registered office;

(d) a person held out as a director, an officer, an agent or a mandatary of the cooperative has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the cooperative or usual for a director, officer, agent or mandatary;

(e) a document issued by a director, officer, agent or mandatary of the cooperative with actual or usual authority to issue it is not valid or genuine; or

(f) a sale, lease or exchange of all or substantially all of the property of the cooperative was not authorized.

(g) [Repealed, 2001, c. 14, s. 145]

(2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the cooperative.

1998, c. 1, s. 28; 2001, c. 14, s. 145.

29. The members and shareholders of a cooperative, by reason only of being members or shareholders, are not liable for any liability, act or default of the cooperative, except as provided in this Act.

30. (1) A cooperative must maintain a registered office in the place set out in its articles.

(2) A notice of registered office in the form that the Director fixes must be sent to the Director together with any articles that designate or change the place of the registered office of the cooperative.

(3) The directors may change the address of the registered office within the place specified in the articles.

(4) A cooperative must send to the Director, within fifteen days after any change of address of its registered office, a notice in the form that the Director fixes.

31. (1) A cooperative must prepare and maintain the following records at its registered office or at any other place in Canada designated by the directors:

(a) the cooperative’s articles and by-laws, including any amendments and a copy of any unanimous agreement;

(b) the minutes of meetings of the members and shareholders;

(c) copies of all notices of directors and notices of change of directors;

(d) a list of its members, setting out their names and addresses, the number of any membership shares owned and the amount of any member loans;

(e) a list of its shareholders, setting out their names and addresses and the number of investment shares owned;

(f) a register of its directors, setting out the names and addresses of the individuals who are or who have been directors and the dates on which they became or ceased to be directors; and

(g) if the cooperative issues securities in registered form, a securities register that complies with section 186.

(2) In addition to the records specified in subsection (1), a cooperative must prepare and maintain adequate

(a) accounting records;

(b) records containing minutes of meetings and resolutions of directors and any committee of directors; and

(c) records sufficient for the purpose of calculating patronage returns, that show for each member particulars of the transactions between the cooperative and the member.

(3) Despite subsection (1), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act and any other Act administered by the Minister of National Revenue, a cooperative may keep all or any of its records mentioned in paragraphs (1)(a), (b), (c), (f) and (g) and (2)(a) and (b) at a place outside Canada, if

(a) the records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or another office in Canada designated by the directors; and

(b) the cooperative provides the technical assistance to facilitate an inspection referred to in paragraph (a).

(4) Subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period, a cooperative must retain the accounting records referred to in paragraph (2)(a) for a period of six years after the end of the financial year to which they relate.

(5) For the purposes of paragraph (1)(b) and subsections (2) to (4), if a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.

1998, c. 1, s. 31; 2001, c. 14, s. 146.

32. (1) Any register or record required by this Act must be prepared and maintained in a form that is capable of reproducing any required information in intelligible written form within a reasonable time, including

(a) a bound or loose-leaf form;

(b) a photographic form;

(c) a system of mechanical or electronic data processing; or

(d) any other information storage device.

(2) A cooperative and its agents and mandataries must take reasonable precautions respecting the registers and records required by this Act to

(a) prevent their loss or destruction;

(b) prevent the falsification of entries in them; and

(c) facilitate the detection and correction of inaccuracies in them.

(3) The records described in section 31, other than those described in paragraph 31(2)(c), must be open for inspection by the directors at any reasonable time.

(4) Members, creditors and shareholders of the cooperative, their personal representatives and the Director may examine the records referred to in paragraphs 31(1)(a), (b), (c) (f) and (g) during the usual business hours of the cooperative and may take extracts from the records, free of charge, or have copies of them made after payment of a reasonable fee.

1998, c. 1, s. 32; 2001, c. 14, s. 147.

33. (1) Members, shareholders and creditors of a cooperative and their personal representatives and, where the cooperative is a distributing cooperative, any other person, may request that the cooperative provide them with a list of members or shareholders, no later than ten days after the cooperative receives the affidavit referred to in subsection (2) and after payment of a reasonable fee.

(2) A request under subsection (1) must be accompanied by an affidavit containing

(a) the name and address of the applicant; and

(b) an undertaking that the list of members or shareholders will not be used except as permitted by subsection (5).

(3) The Director may request that the cooperative provide him or her with a list of members or shareholders, no later than ten days after the cooperative receives the request and after payment of a reasonable fee.

(4) The list of members or shareholders provided under subsection (1) or (3) must set out in alphabetical order the names and addresses of the members or shareholders of the cooperative as of a date not more than ten days before the receipt of the affidavit referred to in subsection (2) or the request referred to in subsection (3).

(5) A list obtained under subsection (1) must not be used by any person except in connection with

(a) an effort to influence voting at a meeting of the cooperative; and

(b) any other matter relating to the affairs of the cooperative.

(6) A member or shareholder may advise the cooperative in writing that their name is not to be included in a list prepared by the cooperative further to a request under subsection (1), in which case the cooperative must not include that name in the list but must mention on the list that the list is incomplete.

1998, c. 1, s. 33; 2001, c. 14, s. 148.

34. (1) A cooperative may but need not adopt a corporate seal and may change a corporate seal that is adopted.

(2) A document executed on behalf of a cooperative is not invalid merely because a corporate seal is not affixed to it.

35. Subject to this Act and any provision in the articles, membership in a cooperative is governed by its by-laws.

36. (1) No person may be admitted to membership in a cooperative until

(a) the person has applied for membership in writing;

(b) the application has been approved by the directors; and

(c) the person has complied with the membership provisions required by the by-laws, including subscribing for any minimum number of membership shares, paying any minimum amount on account of the subscription price of the shares or paying any minimum amount on account of a member loan.

(2) If all the conditions set out in subsection (1) have been met within six months after the date on which the cooperative receives the application for membership, the directors may make the admission of the member into membership effective as of the date of the application or as of any date after that date but before the end of the six months.

37. (1) Subject to subsection (2) and subsection 7(3), a member has one vote on all matters to be decided by the members.

(2) If the by-laws provide that the voting rights of a member are vested in one or more delegates to be elected or appointed by the members, the delegates so elected or appointed may exercise all or any of those rights.

(3) When in this Act reference is made to a meeting of members and the cooperative has a by-law providing for the appointment of delegates, a reference in this Act to a meeting of members is to be construed as a reference to a meeting of delegates.

38. (1) Subject to the by-laws, a person less than eighteen years of age may be admitted to membership in a cooperative and may vote at meetings of the cooperative.

(2) The articles and by-laws of a cooperative, and any unanimous agreement, are binding on a member who is less than eighteen years of age.

39. (1) Unless the by-laws provide otherwise, this section applies to the voluntary withdrawal of a member from membership in a cooperative.

(2) A member may withdraw from membership in a cooperative by written notice to the cooperative. Any such withdrawal is effective on the later of the date stated in the notice and the date on which the cooperative receives the notice.

(3) Subject to section 149, the cooperative must, no later than one year after the effective date of a notice of withdrawal, redeem all membership shares held by the withdrawing member at the redemption price determined in accordance with section 146 and repay to the member all member loans, all other amounts held to the member’s credit and all amounts outstanding on loans made to the cooperative by the member, together with any interest accrued on those amounts up to the date of the payment.

(4) Despite subsection (3), if the directors determine that the redemption of membership shares, or the repayment of membership loans, of a withdrawing member would adversely affect the financial well-being of the cooperative, the directors may direct that the redemption and repayment referred to in subsection (3) take place after the end of the one year period.

(5) Unless the directors determine otherwise,

(a) the withdrawal of a member from the cooperative does not release the member from any debt or obligation to the cooperative or contract with the cooperative; and

(b) the cooperative need not, despite subsection (3), repay to the member amounts outstanding on loans made to the cooperative that have a fixed maturity date until that date has arrived.

40. (1) This section sets out the rights and procedures that apply to termination of membership. The by-laws of a cooperative may derogate from this section, but only in respect of the manner in which the membership of members may be terminated.

(2) The directors may by special resolution order the termination of the membership of a member but, if the cooperative is in breach of section 149 — or if making the payment referred to in subsection (7) would put the cooperative in breach of section 149 — the termination is not effective until the cooperative is no longer in breach.

(3) Not more than ten days after the date on which a special resolution is made, the secretary of the cooperative must give written notice to the member of the termination and the reasons for it. Subject to subsections (4) and (5), the effective date of the termination is the later of the date specified in the written notice and thirty days after the member receives the notice.

(4) A member whose membership has been terminated may appeal from the decision of the directors to the next meeting of members by giving written notice to the secretary of the member’s intention to appeal no later than thirty days after receiving notice of the special resolution.

(5) If a member gives a notice of appeal, the effect of the special resolution is suspended until the vote of the members under subsection (6).

(6) If a member appeals the termination of membership, a vote of members must be taken at the next meeting of members as to whether the member’s membership should be terminated as of the effective date referred to in subsection (3). The vote is by majority of the members present at the meeting, unless a greater proportion is specified in the articles, the by-laws or a unanimous agreement.

(7) Subject to section 149, if a member’s membership is terminated, a cooperative must, no later than one year after the date of the special resolution, redeem all membership shares held by the member at the redemption price determined in accordance with section 146, and repay to the member all member loans and all other amounts held to the member’s credit and all amounts outstanding on loans made to the cooperative by the member, together with any interest accrued on those amounts up to the date of the payment.

(8) Unless the directors determine otherwise, the termination of the membership of a member does not release the member from any debt or obligation to the cooperative or contract with the cooperative.

(9) If the address of a member whose membership has been terminated by the directors is unknown to the cooperative after all reasonable efforts have been made to ascertain it and two years have elapsed since the effective date referred to in subsection (3), the cooperative must transfer all amounts owing under subsection (7) to a reserve fund, but those amounts do not, despite subsection (7), include any interest that would have accrued after the end of the two years.

(10) If any amounts are transferred to a reserve fund under subsection (9), the cooperative must pay those amounts to any person who, no later than ten years after the transfer, shows evidence of entitlement satisfactory to the cooperative. If no person appears to show that evidence within the ten years, the amounts become the property of the cooperative.

41. No by-law governing the withdrawal of a member from membership or the termination of the membership of a member may authorize a redemption of membership shares or member loans in contravention of section 149.

42. Unless the by-laws provide otherwise, the membership of a member may be terminated by a special resolution of the members. Section 40 applies, with any modifications that the circumstances require, to a termination by the members.

43. (1) A cooperative may, by written notice to a member, terminate the membership if the member

(a) is a body corporate and winding-up proceedings have commenced with respect to it; or

(b) failed, during a period of two consecutive years, to transact any business with the cooperative.

(2) Section 40, other than subsections 40(7) to (10), does not apply to a termination under this section.

44. If the membership of a person in a non-profit housing cooperative is terminated, any right of the person to possession or occupancy of residential premises acquired by virtue of membership in the cooperative is subject to Part 20.

45. A person whose membership has been terminated under section 40 or 42 may be re-admitted to membership only by special resolution of the members.

46. No transfer of a membership, a member loan or a membership share in a cooperative is valid for any purpose unless it is approved by the directors and the transferee has otherwise complied with the articles and by-laws of the cooperative and, if applicable, become a party to a unanimous agreement.

47. If the membership of a cooperative is reduced to a number less than the number of members required for incorporation, and if after thirty days notice remains at less than that number, the Director may require the cooperative

(a) to apply for a certificate of continuance under the Canada Business Corporations Act, if it was incorporated with membership capital; or

(b) to be liquidated or dissolved under Part 17.