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Cooperatives Act

Chapter C-28.1 · Current to 2023-12-07 · Official PDF

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1 Interpretation 2 Cooperative principles

Part 1 — Incorporating a Cooperative Division 1 Application to Incorporate

3 Who may incorporate a cooperative 4 How to apply for incorporation 5 Contents of articles of incorporation 6 Capital structure 7 Conditions for incorporation and Registrar's decision 8 Division 2 Bylaws and Amendments to Bylaws Adoption of bylaws 9 Contents of bylaws 10 Making or amending bylaws 11 Proposal for bylaw 12 Effective date of bylaw 13 Binding effect of articles and bylaws 14 Copies of articles, bylaws and unanimous agreements 15 Pre-incorporation contracts 16 Division 3 Cooperative Names and Control over Names Names of cooperatives 17 Use of other names 19 Prohibited names 20 Change of name 21 Improper use of protected names 22 Division 4 Legal Capacity and Powers of Cooperatives Legal capacity 23 Restriction on powers 24 Knowledge of articles and bylaws 25 Reliance on cooperative's records 26 No personal liability of members and shareholders 27 Division 5 Registered Office, Records and Corporate Seal Registered office 28 Record keeping 29 Form of records 30 Lists of members and shareholders

Part 2 — Membership in Cooperatives Division 1 Becoming a Member

32 Bylaws govern membership 33 Application for membership 34 Right to vote 35 Members under 18 years of age 36 Division 2 Cessation of Membership Withdrawal of membership 37 Redemption of membership shares and loans 38 Termination of membership by directors 39 Right of appeal 40 Appeal to members 41 Redemption of member interests 42 Termination does not release debts 43 Reserve fund for missing members 44 Limitation on bylaw 45 Termination of inactive membership 46 Non-profit housing cooperatives 47 Division 3 Readmission and Transfer of Memberships Readmission to membership 48 Member interest

Part 3 — Meetings

Part 4 — Directors and Officers of Cooperatives Division 1 Number, Qualifications and Functions of Directors

50 Number of directors 51 Member/non-member directors 52 Disqualification of director 53 Functions of directors 54 Duties of directors 55 First directors 56 Organizational meeting 57 Division 2 Rules for Election of Directors Rules for election of directors 58 Court review of election 59 Division 3 Terms and Vacancies 60 Vacancy on the board of directors 61 Board of directors vacant 62 Unexpired term of director's office 63 Right to attend meetings 64 Continuation in office 65 Division 4 Resignation and Termination of Directors Ceasing to hold office 66 Removal of directors 67 Resignation statement 68 Notice of change 69 Division 5 Meetings and Quorum of Directors Place of directors meetings 70 Contents of notice 71 Waiver of notice 72 When notice not required 73 Quorum 75 Electronic meeting 76 Validity of acts 77 Resolution in place of directors meeting 78 Division 6 Liability of Directors General liability 79 Directors' liability for wages 80 Division 7 Disclosure of Interests What must be disclosed 81 When disclosure must be made 82 Disclosure of interest by officers 83 Access to disclosures 84 Modification of procedural requirements 85 Voting on contracts and transactions when there is a conflict 86 Continuing disclosure 87 Effect of disclosure 88 Court order to set aside transaction 89 Appointment of managing director or committee 90 Deemed consent of directors 91 Defence for directors 92 Remuneration 93 Division 8 Officers of a Cooperative Types of offices and functions 94 Division 9 Indemnification of Directors and Officers Nature of indemnification 95 Application to Court to approve indemnity 96 Division 10 Unanimous Agreements Restricting powers of directors 97 Rights of members 98 Provisions for meetings in unanimous agreements 99 Financial information when no annual meeting required

Part 5 — Capital Structure Division 1 Membership Capital

100 Loan capital 101 Membership shares 102 Issuance to members 103 Division 2 Certificates Issue of membership certificates 104 Authorized capital 105 Fixed or determined value 106 Distribution on dissolution 107 Charge on membership shares for amounts 108 Division 3 Investment Shares Investment shares 109 No-par-value shares 110 Shares in series 111 Pre-emptive right 112 Commissions 113 Charge on investment shares 114 Division 4 Constraints Constraints on shares 115 Election of directors by investment shareholders 116 Amendment of articles 117 Division 5 Corporate Finance Power to issue investment shares 118 Payment for investment shares 119 Borrowing 120 Stated capital account 121 Other additions to stated capital account 122 Surplus accounts 123 Shares not assessable 124 Options and rights 125 Reserves 126 Holding own shares 127 Exception for holding own shares 128 Redemption of membership shares 129 Acquisition of investment shares 130 Alternative investment share acquisition 131 Limitation on acquisition or redemption 132 Cancellation or redemption of shares 133 Reduction of stated capital 134 Adjustment of stated capital account 135 Form of dividend 136 Limitation on paying dividends 137 Patronage returns 138 Investment of patronage return 139 Loans from patronage returns 140 Division 6 Loans and Guarantees Financial assistance 141 When no disclosure required 142 Enforcement of contract to buy shares 143 Debt obligations

Part 6 — Proxies

144 Interpretation 145 Appointing proxy holder 146 Mandatory solicitation 147 Soliciting proxies 148 Exemption order 149 Attendance at meeting 150 Duty of intermediary 151 Restraining order

Part 7 — Insider Trading

152 Interpretation 153 Prohibition of short sale 154 Specified insider

Part 8 — Compulsory Acquisition

155 Definitions 156 Right to acquire 157 Distributing cooperative

Part 9 — Security Certificates, Registers and Transfers Division 1 Interpretation and Application

158 Interpretation 159 Application 160 Division 2 Security Certificates Security certificate 161 Fee 162 Joint owners 163 Signatures 164 Contents of certificate 165 Contents of certificate for investment share 166 Fractional shares 167 Division 3 Registers Securities register 168 Agent 169 Registration 170 Dealing with registered holders 171 Evidence of ownership 172 Proof of ownership 173 Joint holders 174 Duties of cooperative 175 Minors 176 Deceased owner 177 Overissue 178 Exemptions 179 Division 4 Proceedings Rules of action 180 Division 5 Delivery Delivery of securities 181 Division 6 General Incorporation by reference 182 Validity of security 183 Defence 184 Defences 185 Deemed notice 186 Unauthorized signature 187 Completion of form 188 Enforceability 189 Fraud 190 Guarantees 191 Acquisition of rights 192 Limited interests 193 Deemed notice of adverse claim 194 No duty to inquire 195 Deemed notice 196 Staleness 197 Guarantee 198 Contents of guarantee 199 Guarantee of intermediary 200 Guarantee of broker 201 Right to compel endorsement 202 Appropriate person 203 Endorsement 204 Immunity of endorser 205 Partial endorsement 206 Effect of failure by fiduciary to comply 207 Effect of endorsement without delivery 208 Endorsement in bearer form 209 Effect of unauthorized endorsement 210 Warranties of guarantor of signature 211 Presumption of delivery 212 Presumption of ownership 213 Delivery of security 214 Right to reclaim possession 215 Right to requisites for registration 216 Seizure of security 217 Not liable if good faith delivery 218 Duty to register transfer 219 Assurance of endorsement 220 Notice from additional documentation 221 Limited duty of inquiry 222 Inquiry into adverse claim 223 Duration of notice of adverse claim 224 Limitation on issuer's liability 225 Lost or stolen security 226 Duty 227 Notice to agent

Part 10 — Financial Disclosure

228 Annual financial statements to members 229 Exemption for distributing cooperative 230 Consolidated statements 231 Approval of financial statements 232 Copies to investment shareholders 233 Copies of financial statements re distributing cooperatives 234 Qualifications of auditor 235 Appointment of auditor 236 Dispensing with auditor 237 Ceasing to hold office 238 Removal of auditor 239 Filling vacancy 240 Court-appointed auditor 241 Right to attend meeting 242 Examination 243 Right to information 244 Audit committee 245 Notice of error 246 Qualified privilege

Part 11 — Trust Indentures Division 1 Interpretation and Application

247 Definitions 248 Application of Part 249 Division 2 General Conflict of interests 250 Validity despite conflict 251 Removal of trustee 252 Qualification of trustee 253 List of security holders 254 Compliance with trust indentures 255 Trustee may require evidence 256 Notice of default 257 Duty 258 No exculpation

Part 12 — Fundamental Changes

259 Definition of "common share" 260 Continuance - extra-provincial cooperative 261 Continuance - other jurisdictions 263 Shareholders' right to vote 264 Amendment of articles 265 Proposal to amend 266 Delivery of articles 267 Certificate of amendment 268 Effect of certificate 269 Restated articles 270 Amalgamation 271 Amalgamation agreement 272 Approval 273 Short-form amalgamation 274 Sending of articles 275 Effect of certificate 276 Extraordinary disposition 277 Right to dissent 278 Reorganization 279 Definition of "arrangement" 280 Certificate of arrangement

Part 13 — Division 1 Repealed 2022 c16 s3(54).

289 Investigations and Inspections Division 2 Court-Ordered Investigations Court-ordered investigation 290 Conditions for Court order 291 Powers of the Court 292 Court-appointed inspector's powers and duties 293 Additional powers of Court-appointed inspector 294 Application for hearing in private 295 Compellable witnesses 296 Protection of witnesses 297 Absolute privilege 298 Solicitor-client privilege

Part 14 — Winding-up, Liquidation and Dissolution of Cooperatives Division 1 Receivers and Receiver-Managers

299 Appointment of a receiver or receiver-manager 300 Duties of receivers and receiver-managers 301 Obligations of receivers and receiver-managers 302 Court directions 303 Duties of receivers and receiver-managers 304 Division 2 Liquidation and Dissolution Application of Part 305 Proceedings stayed if cooperative insolvent 306 Dissolution of cooperatives 307 If membership too low 308 Proposing liquidation and dissolution 309 Liquidation and dissolution 310 Supervision by Court 311 Revocation of intention to dissolve 312 Dissolution by Registrar 313 Court-ordered dissolution for non-compliance 314 Court-ordered dissolution for questionable activities 315 Application for supervision 316 Application to Court 317 Powers of Court 318 Effect of order 319 Cessation of business and powers 320 Who may be appointed liquidator 321 Duties of liquidator 322 Powers of liquidator 323 Costs of liquidator 324 Right to distribution in money 326 Custody of records 327 Heirs and representatives 328 Unknown claimants 329 Revival 330 Vesting in the Crown

Part 15 — Administrative Matters and Regulations Division 1 Registrar's Appointment and Delegation

331 Appointment of Registrar and delegation 332 Division 2 Document Filing, Appeals Copies of documents 333 Annual return 334 Notice of refusal by Registrar 335 Appeal from Registrar's decision 336 Appeal from Commission refusal 337 Filing statements 338 Electronic filing 339 Certificate of Registrar is proof 340 When notices or documents need not be sent 341 Proof required by Registrar 342 Certificate of status 343 Alteration of documents 344 Records maintained by Registrar 345 Public access to records 346 Division 3 Notices and Service of Documents Notices to members, shareholders and directors 347 Notice to a cooperative, Commission, Executive Director 348 Waiver of notice 349 Division 4 Certificates, Declarations and Copies Certificate of cooperative 351 Division 5 Regulations Regulations 352 Ministerial regulations

Part 16 — Remedies, Offences and Penalties Division 1 Court Intervention

353 Definitions 354 Application to Court 355 Commencing derivative legal proceedings 356 Powers of the Court 357 Oppressive or prejudicial actions 358 Evidence of member or shareholder approval not decisive 359 Application to Court to rectify records 360 Appeal of Court orders 361 Division 2 Offences and Penalties Offences 362 Director's liability 363 Court order to comply with Act 364 Alternative resolution of disputes

Part 17 — Extra-provincial Cooperatives and Extra-provincial Matters

365 Definitions 366 Carrying on business in Alberta 367 Application of Part 368 Division 1 Registration of Extra-provincial Cooperatives Requirement to register 369 Application for registration 371 Names of extra-provincial cooperatives 372 Registration by pseudonym 373 Certificate of registration 374 Cancellation of registration 375 Certificate of reinstatement 376 Division 2 Information Use of extra-provincial cooperative's name 377 Agent for service of an extra-provincial cooperative 378 Changes in charter, head office, directors 379 Filing instrument of amalgamation 380 Notices and returns respecting liquidation 381 Annual returns 382 Certificate of status 382.1 Division 2.1 Special Rules Respecting Extra-provincial Matters Definitions 382.2 Agreements 382.3 Regulations 382.4 Regulation prevails 383 Legal Capacity, Disabilities and Penalties Applicable to Extra-provincial Cooperatives Validity of acts 384 Capacity to commence and maintain legal proceedings

Part 18 — Specific Cooperatives Division 1 Housing Cooperatives

385 Definitions 386 Application of Part 387 Name 388 Articles of non-profit housing cooperatives 389 Special limitations on non-profit housing cooperatives 390 Amending articles 391 Non-member unit 392 Non-profit continuing housing cooperatives 393 Non-application of other Acts 394 Right to occupy 395 Termination of membership 396 Termination procedure 397 Appeal procedure 398 No right of appeal 399 Compensation and arrears 400 Order of possession

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