Canada Cooperatives Regulations (SOR/99-256)

Notice of Meetings

23.5 For the purpose of subsection 52(1) of the Act, the prescribed period for the directors to provide notice of the time and place of a meeting is not less than 21 days and not more than 60 days before the meeting.

Communication Facilities

• 23.6 (1) For the purposes of section 65(3) of the Act, when a vote is to be taken at a meeting of the cooperative, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility

  • (a) enables the votes to be gathered in a manner that permits their subsequent verification; and

  • (b) permits the tallied votes to be presented to the cooperative without it being possible for the cooperative to identify how each member or shareholder or group of members or shareholders voted.

• (2) For the purpose of subsection 65(4) of the Act, a person who is entitled to vote at a meeting of the cooperative may vote by means of a telephonic, electronic or other communication facility, if the facility

  • (a) enables the vote to be gathered in a manner that permits its subsequent verification; and

  • (b) permits the tallied vote to be presented to the cooperative without it being possible for the cooperative to identify how the person voted.

Separate Vote for Each Candidate

23.61 For the purpose of subsection 83(12) of the Act, a distributing cooperative is a prescribed corporation.

Appointment of Directors

23.62 For the purpose of subsection 83(13) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in section 77 or subsection 78(3) or (4) of the Act.

PART 2.3Proposals

• 23.7 (1) For the purpose of subsection 58(2.1) of the Act,

  • (a) the prescribed number of investment shares is the number of voting investment shares

    • (i) that is equal to 1% of the total number of the outstanding investment shares of the cooperative, as of the day on which the shareholder submits a proposal, or

    • (ii) whose fair market value, as determined at the close of business on the day before the member submits the proposal to the cooperative, is at least $2,000; and

  • (b) the prescribed period is the six-month period immediately before the day on which the person other than a member submits the proposal.

• (2) For the purpose of subsection 58(2.4) of the Act,

  • (a) a cooperative may request that the person who submits a proposal provide the proof referred to in subsection 58(2.1) within 14 days after the cooperative receives the proposal; and

  • (b) the person who submits the proposal shall provide the proof within 21 days after the day on which the person receives the cooperative’s request or, if the request is mailed to the person, within 21 days after the postmark date stamped on the envelope containing the request.

• (3) For the purpose of subsection 58(3) of the Act, a proposal and a statement in support of it shall together consist of not more than 500 words.

• (4) For the purpose of paragraph 58(4)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of members.

• (5) For the purpose of paragraph 58(4)(c) of the Act, the prescribed period before the receipt of a proposal is two years.

• (6) For the purpose of paragraph 58(4)(d) of the Act, the prescribed minimum amount of support for the proposal of a member or shareholder is

  • (a) 3% of the total number of shares or investment shares voted, if the proposal was introduced at an annual meeting of members or a meeting of shareholders;

  • (b) 6% of the total number of shares or investment shares voted at its last submission to members or shareholders, if the proposal was introduced at two annual meetings of members or at two meetings of shareholders; and

  • (c) 10% of the total number of shares or investment shares voted at its last submission to members or shareholders, if the proposal was introduced at three or more annual meetings of members or three or more meetings of shareholders.

• (7) For the purpose of paragraph 58(4)(d) of the Act, the prescribed period is five years.

• (8) For the purpose of subsection 58(4.1) of the Act, the prescribed period during which the cooperative is not required to include a proposal in the notice of a meeting is two years.

23.8 For the purpose of subsection 60(1) of the Act, the prescribed period for giving notice is no later than 21 days after the receipt of the proposal by the cooperative or of proof of ownership under subsection 58(2.4) of the Act, as the case may be.

PART 3Proxies and Proxy Solicitation

Form of Proxy

24 In this Part, NI 51-102 means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to this section in accordance with the instrument set out in column 2.

• 24.1 (1) For the purpose of subsection 165(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102.

• (2) In the case of a vote by persons who are entitled to elect or appoint directors that occurs in the circumstances described in subsection 83(10.1) of the Act,

  • (a) paragraph 6 of section 9.4 of NI 51-102 is to be read without reference to the election of directors; and

  • (b) the form of proxy shall allow the shareholder to specify, for each candidate nominated for director, whether their vote is to be cast for or against the candidate.

Management Proxy Circular

• 25 (1) Subject to subsection (3), a management proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item.

• (2) A management proxy circular shall also set out the following:

  • (a) the percentage of votes required for the approval of any matter that is to be submitted to a vote of shareholders at the meeting, other than the election of directors;

  • (b) a statement of the right of a shareholder to dissent under section 302 of the Act with respect to any matter to be acted on at the meeting and a brief summary of the procedure to be followed to exercise that right; and

  • (c) a statement, signed by a director or an officer of the cooperative, that the contents and the sending of the circular have been approved by the directors.

• (3) A management proxy circular for a non-distributing cooperative is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement referred to in Item 8 of Part 2 of that Form.

26 For the purpose of subsection 166(3) of the Act, the prescribed form of statement that shall accompany the copy of the management proxy circular to be sent to the Director under that subsection is a statement signed by a director or an officer, to the effect that a copy of the circular has been sent to each director, to each shareholder whose proxy has been solicited and to the auditor of the cooperative.

Dissident’s Proxy Circular

• 27 (1) A dissident’s proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item.

• (2) A dissident’s proxy circular for a non-distributing cooperative is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement referred to in Item 8 of Part 2 of that Form.

28 [Repealed, SOR/2008-315, s. 9]

29 [Repealed, SOR/2008-315, s. 9]

30 [Repealed, SOR/2008-315, s. 9]

31 [Repealed, SOR/2008-315, s. 9]

32 Information that is not known to a dissident and that cannot be ascertained by the dissident on reasonable inquiry may be omitted from a dissident’s proxy circular, but the circumstances that render the information unavailable shall be disclosed in it.

• 33 (1) A dissident’s proxy circular shall contain a statement signed by the dissident or a person authorized by the dissident that the contents and the sending of the circular have been approved by the dissident.

• (2) For the purpose of subsection 166(3) of the Act, the prescribed form of statement that shall accompany the copy of the dissident’s proxy circular to be sent to the Director under that subsection is a statement signed by the dissident or a person authorized by them, to the effect that a copy of the circular has been sent to each director, to each shareholder whose proxy has been solicited, to the auditor of the cooperative and to the cooperative.