48. (1) Meetings of the members of a cooperative are to be held at the place in Canada provided for in the by-laws or, in the absence of such a provision, at any place in Canada that the directors may determine.

(2) Meetings of the shareholders must be held at the place set out in the articles. If the articles do not set out such a place, the meetings are to be held at the place in Canada that the directors determine, unless all the shareholders entitled to vote at the meeting agree that the meeting is to be held at another place that is not in Canada.

(3) Unless the by-laws provide otherwise, a member or shareholder may participate in a meeting of the cooperative, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the cooperative makes available such a communication facility.

(3.1) If the directors of a cooperative, or any other person, call a meeting of the cooperative pursuant to this Act, those directors or that person, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.

(4) A person participating in a meeting referred to in subsection (3) is deemed to be present at the meeting.

1998, c. 1, s. 48; 2001, c. 14, s. 149.

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

(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.

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.

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

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

1998, c. 1, s. 50; 2001, c. 14, s. 150.

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.

(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.

(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.

(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.

(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.

(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.

1998, c. 1, s. 51; 2001, c. 14, s. 151.

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.

(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.

(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.

(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.

1998, c. 1, s. 52; 2001, c. 14, s. 152.

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.

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.

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.

(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.

(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.

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.

(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.

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

(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.

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.

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

(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.

(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).

(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).

(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.

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

(a) the proposal is not submitted to the cooperative at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to members and shareholders in connection with the previous annual meeting;

(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.

(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.

1998, c. 1, s. 58; 2001, c. 14, s. 153.

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.

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.

(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.

(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.

1998, c. 1, s. 60; 2001, c. 14, s. 154.

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.

(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.

(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.

(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.

(5) If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than ten days after a record date for notice of meeting is fixed under subsection 51(3) or not later than the record date 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.

(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.

(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.

62. (1) Unless the by-laws provide otherwise, a quorum is present at a meeting of the cooperative if persons holding a majority of the voting rights that may be exercised at the meeting are present in person or represented in a manner provided for by this Act or permitted by the by-laws.

(2) If a quorum is present at the opening of a meeting, the persons who are present and entitled to vote may, unless the by-laws provide otherwise, proceed with the business of the meeting even though a quorum is not present throughout the meeting.

(3) If a quorum is not present at the opening of a meeting, the persons who are present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.

63. (1) If an entity is entitled to vote at a meeting of a cooperative, the cooperative must recognize any individual authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of the cooperative.

(2) An individual who is authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were an individual.

64. (1) Unless the by-laws provide otherwise, each joint member may vote at a meeting of members.

(2) Unless the articles provide otherwise, if two or more persons hold investment shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the others, vote the investment shares, but if two or more of those persons who are present vote, in person or by proxy, they vote as one on the investment shares jointly held by them.

65. (1) Unless the by-laws provide otherwise, voting at a meeting of a cooperative takes place by a show of hands except when a ballot is demanded by a person who is entitled to vote at the meeting.

(2) A person who is entitled to vote at a meeting may demand a ballot either before or after a vote by show of hands.

(3) Despite subsection (1), unless the by-laws provide otherwise, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the cooperative makes available such a communication facility.

(4) Unless the by-laws otherwise provide, a member or shareholder participating in a meeting of the cooperative under subsection 48(3) or (3.1) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the cooperative has made available for that purpose.

1998, c. 1, s. 65; 2001, c. 14, s. 155.

66. (1) Unless the by-laws provide otherwise, and except when a written statement is submitted under section 89 or subsection 260(4), a resolution in writing signed by all the persons who are entitled to vote on that resolution at a meeting of the cooperative is as valid as if it had been passed at such a meeting.

(2) Unless the by-laws provide otherwise, and except when a written statement is submitted under section 89 or subsection 260(4), a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of a cooperative, and signed by all the persons who are entitled to vote at the meeting, satisfies all the requirements of this Act relating to meetings.

(3) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meeting.

67. Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

1998, c. 1, s. 67; 2001, c. 14, s. 156.

68. If a cooperative has only one shareholder, or only one holder of any class or series of investment shares, the shareholder present in person or represented by proxy constitutes a meeting of the shareholders or a meeting of shareholders of that class or series.

69. (1) Two or more persons who together hold not less than five per cent of the voting rights that could be exercised at a meeting of a cooperative may requisition the directors to call such a meeting for the purposes stated in the requisition.

(2) The requisition

(a) must state the business to be transacted at the meeting and be sent to each director and to the registered office of the cooperative; and

(b) may consist of several documents of like form, each signed by one or more persons who are entitled to vote at the meeting.

(3) On receipt of the requisition, the directors must call a meeting to transact the business stated in the requisition unless

(a) the directors have called a meeting and given notice of it under section 52;

(b) the business of the meeting as stated in the requisition includes matters described in any of paragraphs 58(4)(b) to (e); or

(c) the business of the meeting as stated in the requisition includes a matter

(i) in the case of a requisition by a member, outside the powers of the members, and

(ii) in the case of a requisition by a shareholder, outside the powers of the shareholders.

(4) If the directors do not call a meeting within twenty-one days after receiving the requisition, any person who signed the requisition may call the meeting unless any of paragraphs (3)(a) to (c) applies.

(5) A meeting called under this section must be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, a unanimous agreement and this Act.

(6) Unless the persons who are present and entitled to vote at a meeting called under subsection (4) resolve otherwise, the cooperative must reimburse the persons who signed the requisition for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

70. [Repealed, 2001, c. 14, s. 157]

71. (1) A court, on the application of a director or a person who is entitled to vote at a meeting, may order a meeting of a cooperative to be called, held and conducted within the time and in the manner that the court directs, if

(a) it is not feasible to call the meeting within the time or in the manner in which those meetings are to be called;

(b) it is not feasible to conduct the meeting in the manner required by this Act or the by-laws; or

(c) the court thinks the meeting should be called, held and conducted in the manner it directs for any other reason.

(2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section.

(3) A meeting called, held and conducted under this section is for all purposes a meeting duly called, held and conducted.

1998, c. 1, s. 71; 2001, c. 14, s. 158.

72. (1) A cooperative, a director or any person who is entitled to vote in the election or appointment of a director or an auditor may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the cooperative.

(2) On an application under subsection (1), a court may make any order it thinks fit, including an order

(a) restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

(b) declaring the result of a disputed election or appointment;

(c) requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the cooperative until a new election is held or a new appointment is made; or

(d) determining the voting rights of persons claiming to be entitled to vote.

73. (1) The members may, by special resolution, make, amend or repeal any by-law that regulates the business and affairs of the cooperative.

(2) Unless the by-laws of a cooperative provide otherwise, the directors may, by special resolution, make a by-law or amend a by-law of the cooperative, but only if the by-law or amendment is not contrary to a by-law made by the members.

(3) The directors must present a by-law or an amendment to a by-law that is made under subsection (2) to the members at the next meeting of members and the members may, by special resolution, confirm or amend it.

(4) If a by-law or an amendment to a by-law made by the directors is not confirmed, with or without amendments, under subsection (3), the by-law or amendment is repealed as of the date of the meeting of members at which it was not confirmed.

74. A member may, in accordance with section 58, make a proposal to make, amend or repeal a by-law.

75. (1) A by-law or an amendment to or repeal of a by-law made by the members is effective from the later of the date of the resolution made under subsection 73(1) and the date specified in the by-law, amendment or repeal.

(2) A by-law or an amendment to a by-law made by the directors is effective from the later of the date the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, with or without amendment, under subsection 73(3) or repealed under subsection 73(4) and, if the by-law is confirmed, or confirmed as amended, it is in effect in the form in which it was so confirmed.

(3) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is not submitted by the directors to the next meeting of the members as required under subsection 73(3), the by-law or amendment ceases to be effective from the date of that meeting.

(4) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is repealed under subsection 73(4) or ceases to be effective under subsection (3), no subsequent resolution of the directors to make or amend a by-law that has substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members.