Marginal note:Prohibition on use of name

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.

Marginal note:Legal capacity

• 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.

• Marginal note:By-laws not required to confer powers

  (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.

Marginal note:Powers outside the jurisdiction

• 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.

• Marginal note:Business restriction

  (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.

• Marginal note:Validity of acts

  (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.

• Marginal note:Constructive notice

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

• Marginal note:No constructive notice

  (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.

Marginal note:Assertions

• 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]

• Marginal note:Exception

  (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.