362. (1) A notice or document required by this Act, the regulations, the articles, the by-laws or a unanimous agreement to be sent to a member, shareholder or director may be sent to

(a) the member at the member’s latest address as shown in the records of the cooperative;

(b) the shareholder at the shareholder’s latest address as shown in the records of the cooperative or its transfer agent; and

(c) the director at the director’s latest address as shown in the records of the cooperative or in the last notice sent under section 81 or 91.

(2) A director named in a notice sent by a cooperative to the Director under section 81 or 91 is presumed for the purposes of this Act to be a director of the cooperative referred to in the notice.

(3) A notice or document sent in accordance with subsection (1) to a member, shareholder or director is deemed to have been received seven days after it was sent unless there are reasonable grounds to believe that the member, shareholder or director did not receive the notice or document at that time or at all.

(4) If a cooperative sends a notice or document to a member or shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the member or shareholder cannot be found, the cooperative is not required to send any further notices or documents to the member or shareholder until the cooperative is informed in writing of their new address.

1998, c. 1, s. 362; 2001, c. 14, s. 224(F).

363. (1) A notice or document that is required to be sent to a cooperative may be sent to the cooperative’s registered office shown in the last notice of registered office filed with the Director and, if so sent, is deemed to have been received seven days after it was sent unless there are reasonable grounds to believe that the cooperative did not receive the notice or document at that time or at all.

(2) A notice or document that is required to be served on a cooperative may be served on it at the cooperative’s registered office shown in the last notice of registered office filed with the Director.

364. When a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person who is entitled to it.

1998, c. 1, s. 364; 2001, c. 14, s. 225.

365. (1) When this Act requires or authorizes the Director to issue a certificate or to certify a fact, the certificate must be signed by the Director or by a Deputy Director authorized under section 371.

(2) Except in a proceeding under section 312 to dissolve a cooperative, a certificate referred to in subsection (1) or a certified copy of one, when introduced as evidence in a civil, criminal, administrative, investigative or other action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed it.

366. (1) A certificate that is issued on behalf of a cooperative stating a fact that is set out in the articles, the by-laws, a unanimous agreement or the minutes of the meetings of the directors, a committee of directors, the members or the shareholders, or in a trust indenture or other contract to which the cooperative is a party, may be signed by a director, officer or transfer agent of the cooperative.

(2) When introduced as evidence in a civil, criminal, administrative, investigative or other action or proceeding, the following things are, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:

(a) a fact stated in a certificate referred to in subsection (1);

(b) a certified extract from a securities register or a members’ register of a cooperative; and

(c) a certified copy of minutes or certified extract from minutes of a meeting of members, shareholders, directors or a committee of directors.

(3) An entry in a securities register of, or a security certificate issued by, a cooperative is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is the owner of the securities described in the register or certificate.

(4) An entry in a members’ register of, or a certificate of membership or a membership share certificate issued by, a cooperative is, in the absence of evidence to the contrary, proof that the person whose name appears in it or on it is a member or owns the membership shares as set out in the membership share certificate or the register.

367. (1) A declaration of the directors provided to the Director in accordance with subsection 285(4) or (5), 287(1), 291(1), 299(2) or 308(2) is sufficient if it is signed by a director or officer authorized to do so by resolution of the directors.

(2) The Director may, for all purposes of this Act, rely on a declaration provided under paragraph 10(d) or (e) or a declaration of the directors referred to in subsection (1).

(3) The notices referred to in subsections 30(2) and (4), 81(1) and 91(1), and the annual return referred to in subsection 374(1), may be signed by any individual who has the relevant knowledge of the cooperative and who is authorized to do so by the directors, or, in the case of the notice referred to in subsection 81(1), the incorporators.

(4) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of this Act.

1998, c. 1, s. 367; 2001, c. 14, s. 226.

368. (1) When a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy of it.

(2) Except to the extent that may otherwise be prescribed, notices, documents, information or fees that are authorized or required to be submitted to, or issued by, the Director under this Act may be submitted or issued in electronic or other form in any manner fixed by the Director.

(3) For the purposes of this Act, a document, information or a fee that is submitted in accordance with subsection (2) is deemed to have been received by the Director at the time provided by the regulations.

(4) Subject to the regulations, a document or information that is received by the Director under this Act in electronic or other form may be entered or recorded by an information storage device, including a system of mechanical or electronic data processing, that is capable of reproducing stored documents or information in intelligible form within a reasonable time.

369. The Director may, on any conditions that the Director considers appropriate, determine that notices or documents or classes of notices or documents need not be sent to the Director under this Act if they are notices or documents that contain information similar to information contained in notices or documents required to be made public under any other Act of Parliament or under an Act of the legislature of a province.

370. (1) The Director may require that a document or a fact stated in a document required by this Act or the regulations to be sent to the Director be verified in accordance with subsection (2).

(2) A document or fact that the Director requires to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

371. The Minister may appoint a Director and one or more Deputy Directors to perform the duties and exercise the powers of the Director under this Act.

372. (1) The Governor in Council may make regulations

(a) providing for anything that by this Act is to be prescribed or provided for by the regulations;

(b) defining, enlarging or restricting the meaning of any word or expression used but not defined in this Act;

(c) prescribing the fees or the manner of determining the fees that may be charged in respect of the filing, verification or copying of a document under this Act or under a regulation made under this Act, or in respect of any services provided by the Director;

(d) respecting the payment of any fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

(d.1) prescribing, for the purposes of subsection 58(2.1), a manner of determining the number of investment shares required for a person to be eligible to make a proposal, including the time and manner of determining a value or percentage of the outstanding investment shares;

(d.2) prescribing, for the purposes of paragraph 58(4)(d), the minimum amount of support required in relation to the number of times the person has submitted substantially the same proposal within the prescribed period;

(e) prescribing rules with respect to exemptions permitted by this Act;

(f) prescribing that, for the purpose of paragraph 247(1)(a), the standards as they exist from time to time of an accounting body named in the regulations are to be followed;

(g) prescribing any matter necessary for the purposes of the application of Part 21.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

(h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and

(i) prescribing, for the purposes of subsection 65(3), the manner of, and conditions for, voting at a meeting of a cooperative by means of a telephonic, electronic or other communication facility.

(2) The regulations may incorporate any material by reference, regardless of its source and either as it exists on a particular date or as amended from time to time.

(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

1998, c. 1, s. 372; 2001, c. 14, s. 227.

372.1 The fee in respect of the filing, examination, or copying of any document or in respect of any action that the Director is required or authorized to take must be paid to the Director on the filing, examination, or copying or before the Director takes the action in respect of which the fee is payable.

2001, c. 14, s. 228.

373. (1) In this section, “statement” means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 310.

(2) When this Act requires that articles or a statement relating to a cooperative be sent to the Director,

(a) the articles or statement must be signed by a director or officer or, in the case of articles of incorporation, by the incorporators; and

(b) on receiving the articles or statement in the form that the Director has fixed, any other required documents and the required fees, the Director must

(i) record the date on which it is received,

(ii) subject to sections 12, 285, 292, 299 and 308, issue the appropriate certificate,

(iii) file the certificate, articles or statement, or a copy, image or photographic, electronic or other reproduction of it,

(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of it, to the cooperative or its agent, and

(v) publish a notice of the issuance of the certificate in a publication generally available to the public.

(3) A certificate referred to in subsection (2) that is issued by the Director may be dated as of the date of the receipt of the articles, statement or court order pursuant to which the certificate was issued or as of any later date specified by the court or person who signed the articles or statement.

(4) A signature required on a certificate issued by the Director under this Act may be printed or otherwise reproduced on the certificate or may be made in accordance with the regulations.

(5) Despite subsection (3), a certificate of discontinuance may be dated as of the day a cooperative amalgamates under another Act or is continued.

1998, c. 1, s. 373; 2001, c. 14, s. 229.

374. Every cooperative must send the Director an annual return in the form, and on the date, that the Director fixes.

375. (1) The Director may provide any person with a certificate that a cooperative

(a) has sent to the Director a document required to be sent;

(b) has paid all required fees; or

(c) exists as of a certain date.

(2) For greater certainty, the Director may refuse to issue a certificate under paragraph (1)(c) if the Director has knowledge that the cooperative is in default of sending a document required to be sent or is in default of paying a required fee.

1998, c. 1, s. 375; 2001, c. 14, s. 230.

376. The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized to do so by the person who sent the document or by their representative.

1998, c. 1, s. 376; 2001, c. 14, s. 230.

376.1 (1) If there is an error in articles, a notice, a certificate or other document, the directors, members or shareholders must, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take any other steps that the Director may reasonably require so that the Director may correct the document.

(2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative.

(3) The Director may, at the request of the cooperative or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if

(a) the correction is approved by the directors of the cooperative, unless the error is obvious or was made by the Director; and

(b) the Director is satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative and that the correction reflects the original intention of the cooperative or the incorporators, as the case may be.

(4) If, in the view of the Director, of the cooperative or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the members, shareholders or creditors.

(5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

(6) The Director may demand the surrender of the original document, and may issue a corrected certificate or file the corrected articles, notice or other document.

(7) A corrected document must bear the date of the document it replaces unless

(a) the correction is made with respect to the date of the document, in which case the document must bear the corrected date; or

(b) the court decides otherwise.

(8) If a corrected certificate materially amends the terms of the original certificate, the Director must without delay give notice of the correction in a publication generally available to the public.

2001, c. 14, s. 230.

376.2 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a cooperative.

(2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative.

(3) In the prescribed circumstances, the Director may, at the request of a cooperative or of any other interested person, cancel the articles and related certificate of the cooperative if

(a) the cancellation is approved by the directors of the cooperative; and

(b) the Director is satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative and that the cancellation reflects the original intention of the cooperative or the incorporators, as the case may be.

(4) If, in the view of the Director, of the cooperative or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the members, shareholders or creditors.

(5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

(6) The Director may demand the surrender of a cancelled certificate.

2001, c. 14, s. 230.

377. (1) A person who has paid the required fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 330(2), and to make copies of it or take extracts from it.

(2) The Director must provide any person with a copy, extract, certified copy or certified extract of a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 330(2).

1998, c. 1, s. 377; 2001, c. 14, s. 231.

378. (1) Records required by this Act to be maintained by the Director may be in bound or loose-leaf form or in photographic film form, or may be entered or recorded by a system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

(2) If records that are maintained by the Director are maintained other than in written form,

(a) the Director must provide any copy required to be provided under subsection 377(2) in intelligible written form; and

(b) a report reproduced from those records, if it is certified by the Director, is admissible in evidence to the same extent as the original written records would have been.

(3) The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 373, after the expiration of the prescribed period.

(4) Information or notices required by this Act to be summarized in a publication generally available to the public or to be published by the Director may be made available to the public or published by a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.

1998, c. 1, s. 378; 2001, c. 14, s. 232.

379. (1) Subject to paragraphs 7(3)(b) and (c), on the coming into force of this subsection,

(a) each former Act cooperative is deemed to be a cooperative incorporated under this Act;

(b) any provision contained in the articles of association and the charter by-laws of a former Act cooperative that is required to be contained in the articles of incorporation of a cooperative under this Act is deemed to be contained in the articles of that cooperative; and

(c) any share that has been issued by the cooperative that is not a membership share is deemed to be an investment share.

(2) Each former Act cooperative must, not later than five years after the coming into force of this subsection, amend its articles so that they comply with section 11 and file them with the Director.

(3) If a cooperative referred to in subsection (1) does not comply with subsection (2), the Director may, after giving not less than one hundred and eighty days notice after the end of the five years to the cooperative, dissolve the cooperative.

(4) Any amendment to the articles of a cooperative to comply with subsection (2) does not give rise to any rights by a member or shareholder under section 302.

380. to 384. [Amendments]

385. [Repeal]

*386. This Act or any of its provisions or any provision of an Act enacted by this Act comes into force on a day or days to be fixed by order of the Governor in Council.

* [Note: Act in force December 31, 1999, see SI/99-69.]