Co-operative Associations - Incorporation
In the Northwest Territories, co-operatives are
incorporated under the Co-operative
Associations Act. The Act details
their registration and reporting requirements.
It makes provision for one member/one vote,
limited liability, patronage dividends, audit
requirements, dissolution and procedures for
incorporation.
Legalities of Incorporation
Two advantages of incorporation are its low cost
and the limited liability it provides its
members – that is, members are not individually
responsible for the co-op’s debts beyond the
amount of shares for which they subscribed.
Memorandum of Association
It is quite simple to incorporate as a
co-op. A
Memorandum of Association for the
co-operative must be submitted (in duplicate, typewritten or printed
legibly) together with the incorporation fee of
$100.00, payable to the Government of the
Northwest Territories to:
Supervisor of Co-operative Associations
Resources Wildlife and Economic Development
Government of the Northwest Territories
Yellowknife NT X1A 2L9
The Memorandum of Association includes the name,
registered address, objectives, and the
authorized share capital of the co-op. A second
document is the co-op’s bylaws. Though the
Standard By-laws are provided, a new co-op can
modify these bylaws to suit their own
circumstances as long as they abide by the Act.
You should also be aware of your legal
obligation to provide information to the
Supervisor at your year-end. You must provide
general information on the affairs of the
co-operative as required by the Supervisor. You
must also file your year-end financial
statements (balance sheet and income statement)
and annual return to remain in good standing.
Name
- The name must include "Co-operative" in
it and have "Limited" as the last work in its name.
- The name must not be identical to that of
another co-operative or so similar as to be likely
to deceive anyone.
- The name must not include any of the following
words or words having a similar meaning:
Imperial, Crown, King's, Queen's, Royal, Dominion
or the name of any province or territory.
Registered Office
- This must include the
physical address and the postal address.
- This address must be within
the Northwest Territories.
Powers
The Co-operatives Associations Act provides
that a co-operative has all of the powers
listed in Section 22 of the Act, except those
that are excluded in the Memorandum of
Association.
If a co-operative wishes to limit its power,
a provision to that effect must be added to
the Memorandum of Association. Note
that having the power does not mean that it
has to be exercised, so it is very rare that
powers are excluded.
Share Structure or Terms of
Membership
-
If the co-operative is to have share
capital, the Memorandum of Association MUST
specify the number of shares authorized to
be issued which may be a fixed number or
“unlimited”. The amount of each share MUST
be specified. If the co-operative is to have
preferred shares as well as common shares,
the nature of the preference MUST be
specified, in addition to the above
information.
-
If there is to be no share capital, the
Memorandum of Association MUST specify the
terms of membership and the basis upon which
the interest of each member is to be
determined. The attached Memorandum of
Association must be amended to delete the
provision relating to shares and to add
provisions relating to membership.
Execution
-
There must be at least five subscribers,
each of whom signs two copies of the
Memorandum of Association in front of a
witness who must also sign their name(s) to
the Memorandum of Association.
-
The names, addresses and occupations of
the subscribers AND the witness(es) MUST
appear beside or below their signature.
-
An affidavit of execution is not required.
-
If the co-operative does not submit its
own by-laws, the Standard By-laws are deemed
to apply to the co-operative. Please note
that the Standard By-laws DO NOT have to be
submitted with the Memorandum of
Association.
Bylaws
Bylaws are the rules which govern your co-op. They tell members exactly what
their rights and responsibilities are so there
won’t be misunderstandings or conflict. Each
co-operative is assumed to have adopted the
Standard By-Laws as provided by the Supervisor.
However, the co-op may adopt Supplemental
By-laws which replace specific provisions of the
Standard by-laws as long as they do not conflict
with provisions of the Co-operatives
Associations Act. The ability of a
co-operative to adopt Supplemental By-laws
allows it to structure the co-operative to meet
the specific needs and desires of the
co-operative’s members.
Forms
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