Marginal note:Issuance of certificate of incorporation
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.
Marginal note:Reliance on certificate
(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.
Marginal note:Date of existence and effect
13. On the day set out in its certificate of incorporation, a cooperative comes into existence and the incorporators become members of the cooperative.
Marginal note:Adoption of by-laws
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.
Marginal note:By-laws — mandatory provisions
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 or right 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 or right 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.
Marginal note:By-laws — other provisions
(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;
- 2011, c. 21, s. 74.
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