Canada Cooperatives Act (S.C. 1998, c. 1)

Marginal note:Signatures

361.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

• (a) the signature resulting from the use by a person of the technology or process is unique to the person;

• (b) the technology or process is used by a person to incorporate, attach or associate the person’s signature to the electronic document; and

• (c) the technology or process can be used to identify the person using the technology or process.

PART 22General

Notices

Marginal note:Notice to members, shareholders and directors

• 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.

• Marginal note:Effect of notice

  (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.

• Marginal note:Deemed receipt

  (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.

• Marginal note:Undelivered notice

  (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.

Marginal note:Notice to a cooperative

• 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.

• Marginal note:Service on a cooperative

  (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.

Marginal note:Waiver of notice

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.

Certificates

Marginal note:Certificate of Director

• 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.

• Marginal note:Evidence

  (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.

Marginal note:Certificate of cooperative

• 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.

• Marginal note:Proof

  (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.

• Marginal note:Security certificate

  (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.

• Marginal note:Membership 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.

Notices and Documents

• 367 (1) to (3) [Repealed, 2018, c. 8, s. 86]

• Marginal note:Execution or signature of documents

  (4) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or, in Quebec, 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, are deemed to constitute one document for the purposes of this Act.

Marginal note:Copies

• 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.

• Marginal note:Content and form of documents

  (2) The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,

  • (a) the notices and documents that may be transmitted in electronic or other form;

  • (b) the persons or classes of persons who may sign or transmit the notices and other documents;

  • (c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature; and

  • (d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received.

• (3) [Repealed, 2018, c. 8, s. 87]

• Marginal note:Storage of documents or information in electronic or other form

  (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.

Marginal note:When notices or documents need not be sent

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.

Marginal note:Proof required by Director

• 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).

• Marginal note:Form of proof

  (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.

Appointment of Director

Marginal note:Appointment

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.

Regulations

Marginal note:Regulations

• 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) requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;

  • (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) respecting the powers that may be granted by a shareholder in a form of proxy;

  • (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.

• Marginal note:Incorporation by reference

  (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.

• Marginal note:Incorporated material is not a regulation

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

Marginal note:Payment of fees

372.1 A fee in respect of the receipt or copying of any document must be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or in respect of any action that the Director is required or authorized to take must be paid to the Director before the document is examined, filed or issued or the action is taken.