35.2 (1) For the purpose of subsection 166(4.1) of the Act, the prescribed circumstances are those in which the solicitation conveyed by public broadcast, speech or publication sets out the information provided for in Items 3.2, 3.4, 5(b) and 11 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102.
(2) A person making a solicitation referred to in subsection (1) shall send the required information and a copy of any related written communication to the Director and to the cooperative before soliciting proxies.
- SOR/2001-513, s. 16;
- SOR/2008-315, s. 13.
36. The financial statements referred to in paragraph 247(1)(a) of the Act of a cooperative whose securities are - or are deemed to be - part of a distribution to the public in accordance with subsection 4(5) of the Act shall be prepared in accordance with the generally accepted accounting principles that are set out in the Handbook of the Canadian Institute of Chartered Accountants.
37. The auditor’s report referred to in section 261 of the Act shall be prepared in accordance with the generally accepted auditing standards that are set out in the Handbook of the Canadian Institute of Chartered Accountants.
Contents of Financial Statements
38. (1) The financial statements referred to in paragraph 247(1)(a) of the Act shall include at least
(a) a balance sheet;
(b) a statement of retained earnings;
(c) an income statement; and
(d) a statement of changes in financial position.
(2) Financial statements need not be designated by the names set out in paragraphs (1)(a) to (d).
38.1 Despite subparagraph 298(1)(b)(ii) of the Act, the resolutions approving the amalgamation of a holding cooperative with one or more of its wholly owned subsidiary cooperatives may provide that the cooperative name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding cooperative.
- SOR/2010-72, s. 4.
CONSTRAINED SHARE COOPERATIVES
39. The definitions in this section apply in this Part.
(a) a resident of Canada;
(b) a partnership of which a majority of the members are resident in Canada and in which interests representing in value more than 50% of the total value of the partnership property are owned by residents of Canada;
(c) a trust established by a resident of Canada
(i) a majority of the trustees of which are resident in Canada, or
(ii) in which beneficial interests representing in value more than 50% of the total value of the trust property are owned by residents of Canada;
(d) Her Majesty in right of Canada or of a province or a municipal corporation or public board or commission in Canada; or
(e) a body corporate
(i) incorporated under the laws of Canada or a province,
(ii) of which a majority of the directors are residents in Canada, and
(iii) over which persons described in any of paragraphs (a) to (d) or in this paragraph exercise control or direction or of which the persons beneficially own investment shares or securities currently convertible into investment shares carrying more than 50% of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, including currently exercisable options or rights to acquire the investment shares or convertible securities. (canadien)
- “constrained class”
“constrained class” means the class of persons specified in the articles of a constrained share cooperative as being ineligible to hold, as a class, more than the maximum aggregate holdings. (catégorie restreinte)
- “constrained share cooperative”
“constrained share cooperative” means a cooperative that has provisions in its articles imposing a constraint. (coopérative à participation restreinte)
“constraint” means a restriction on
(a) the issue or transfer of investment shares of any class or series to persons who are not residents of Canada;
(b) the issue or transfer of investment shares of any class or series to enable a cooperative or any of its affiliates or associates to qualify under the laws of Canada or a province referred to in paragraph 53(1)(a)
(i) to obtain a licence to carry on any business,
(ii) to become a publisher of a Canadian newspaper or periodical, or
(iii) to acquire investment shares of a financial intermediary as defined in paragraph 53(1)(b); or
(c) the issue, transfer or ownership of investment shares of any class or series in order to assist a cooperative or any of its affiliates or associates to qualify under the laws of Canada referred to in subsection 53(2) to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control. (restriction)
“control” means control in any manner that results in control in fact, whether directly through the ownership of investment shares or indirectly through a trust, a contract, the ownership of investment shares of any other body corporate or otherwise. (contrôle)
- “maximum aggregate holdings”
“maximum aggregate holdings” means the total number of voting investment shares of a constrained share cooperative that may be held by or on behalf of persons in the constrained class and their associates in accordance with the articles of the cooperative. (avoir maximum total)
- “maximum individual holdings”
“maximum individual holdings” means the total number of voting investment shares of a constrained share cooperative that may be held by or on behalf of any one person in the constrained class and the person’s associates in accordance with the articles of the cooperative. (avoir maximum individuel)
- “resident of Canada”
“resident of Canada” means an individual who
(a) is a citizen of Canada, as determined in accordance with the Citizenship Act, and who is ordinarily resident in Canada;
(b) a citizen of Canada, as determined in accordance with the Citizenship Act, who is not ordinarily resident in Canada and who
(i) is a full-time employee of the Government of Canada or a province, of an agency of any such government or of a federal or provincial crown corporation,
(ii) is a full-time employee of a body corporate
(A) of which more than 50% of the voting investment shares are beneficially owned or over which control or direction is exercised by a resident of Canada,
(B) a majority of the directors of which are residents of Canada, or
(C) that is a subsidiary or a wholly owned subsidiary of a body corporate described in clause (A) or (B), if the principal reason for the residence of the employee outside Canada is to act as such an employee,
(iii) is a full-time student at a university or other educational institution recognized by the educational authorities of a majority of the provinces and who has been resident outside Canada less than 10 consecutive years,
(iv) is a full-time employee of an international association or organization of which Canada is a member, or
(v) was, on the date of their 60th birthday, ordinarily resident in Canada and has been resident outside Canada less than 10 consecutive years; or
(c) is a permanent resident within the meaning of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time when he or she first became eligible to apply for Canadian citizenship. (résident canadien)
- “voting investment share”
“voting investment share” means an investment share that is subject to a constraint referred to in paragraph (a) or (b) of the definition “constraint” and that carries voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes a security currently convertible into such an investment share and a currently exercisable option or right to acquire the investment share or the convertible security. (part de placement conférant un droit de vote)
- 2001, c. 27, s. 273.
- Date modified: