1 Interpretation
(a) "affairs" means the relati onship between a cooperative and
its affiliates and their members, shareholders, directors and
officers, but does not include the business carried on by
those corporations;
(b) "affiliate" means an affilia ted corporation within the
meaning of subsection (2);
(c) "articles" means the articles of incorporation of a
cooperative and amendments to them;
(d) "associate", in respect of a relationship with a person, means
(i) a corporation of which the person beneficially owns or
controls, directly or indirectly, shares or securities
currently convertible into shares carrying more than 10%
of the voting rights under all circumstances or by reason
of the occurrence of an event that has occurred and is
continuing, or a currently exercisable option or right to
purchase such shares or such convertible securities;
(ii) a cooperative entity of which the person beneficially
owns more than 10% of the voting rights in respect of
which votes can be cast at a meeting of the cooperative
entity;
(iii) an unincorporated entity of which the person
beneficially owns more than 10% of the ownership
interests;
(iv) a partner of the person acting on behalf of the
partnership in which they are partners;
(v) a trust or an estate or succession in which the person has
a substantial beneficial interest or serves as a trustee,
administrator, executor or liquidator of a succession or
in a similar capacity;
(vi) a spouse or adult interdep endent partner or child of the
person;
(vii) any of the following who h as the same residence as the
person:
(A) a relative of the person;
(B) the spouse or adult interdependent partner of a
relative of the person;
(C) a relative of the person's spouse or adult
interdependent partner;
(D) the spouse or adult interdependent partner of a
relative referred to in paragraph (C);
(e) "auditor" includes a firm of accountants;
(f) "auxiliary member" means a p erson who is not, or who is no
longer, a full member of a cooperative but has an
association with it, as determined by the articles or the
bylaws;
(g) "bearer", in respect of a s ecurity, means the person who is in
possession of a security that is payable to bearer or endorsed
in blank;
(h) "beneficial ownership" in cludes ownership through a
trustee, legal representative, agent or other intermediary;
(i) "Commission" means the Alberta Securities Commission;
(i.1) "contact information" includes a person's address and, i f
requested by the Registrar or a cooperative, a person's
telephone number and email address;
(j) "cooperative" mean s a cooperative incorporated under this
Act;
(k) "cooperative basis" has the meaning given to it by section 2;
(l) "cooperative entity" means a corporation that, by the law
under which it is organized and operated, must be organized
and operated on, and is organized and operated on, a
cooperative basis;
(m) "corporation" means a corporate entity, however
incorporated;
(n) "Court" means the Court of King's Bench;
(o) "debt obligation" means a bond, debenture, note or other
evidence of indebtedness or guarantee of an entity, whether
secured or unsecured;
(p) "delegate" means an individual who is appointed or elected
to represent a member at a meeting of members;
(q) "director" means a member o f the board of directors of a
cooperative by whatever name the director or board is
called;
(r) repealed 2022 c16 s3(2);
(s) "distributing cooperative" means a cooperative any of
whose issued securities, other than membership shares,
investment shares issued to members or member loans, are
or were part of a distribution to the public and remain
outstanding and are held by more than one person;
(s.1) "electronic means", in res pect of attending or holding a
meeting, means a method of electronic or telephonic
communication that enables all persons attending the
meeting to hear and communicate with each other
instantaneously, including, without limitation,
teleconferencing and computer network-based or
internet-based communication platforms;
(t) "entity" means a corporation, a trust, a partnership, a fund or
an unincorporated organization;
(u) "Executive Director" means the Executive Director of the
Commission;
(v) "extra-provincial coopera tive" means a cooperative entity
that is incorporated as a cooperative otherwise than by or
under an enactment of Alberta;
(w) "federation" means a coop erative whose membership is
composed wholly or substantially of other cooperatives;
(x) "firm of accountants" mean s a professional accounting firm
engaged in a professional accounting practice or public
accounting practice registered under the Chartered
Professional Accountants Act, or a corporation that is
incorporated by or under an Act of the legislature of a
province other than Alberta and is engaged in a professional
accounting practice or a public accounting practice;
(y) "holder" means
(i) in respect of a security certificate, the person in
possession of the certificate issued or endorsed to the
person or to bearer or in blank;
(ii) in respect of the ownership of a membership share, the
person referred to in section 102(2), and
(iii) in respect of the ownership of an investment share, the
person referred to in section 108(2);
(z) "individual" means a natural person;
(aa) "investment share" means a share in the capital of a
cooperative that is not a membership share;
(bb) "investment shareholder" me ans the person referred to in
section 108(2);
(cc) "issuer", in respect of a security, means the entity that issues
the security;
(dd) "meeting of the cooperative" means
(i) a meeting of members or of a class of member, or
(ii) a meeting of holders of investment shares or of holders
of any class or series of investment shares of a
cooperative,
as the context requires;
(ee) "member" means a member o f a cooperative other than an
auxiliary member;
(ff) "member loan" means a loan required by the cooperative
from its members as a condition of membership or to
continue membership in the cooperative and, if a
cooperative is incorporated without membership shares, a
member loan is deemed to be a membership share issued at
par value for the purpose of Parts 5, 12, 14 and 16 and
section 144(2);
(gg) "membership share" means a share described in section 102 ;
(hh) "Minister" means the Minister determined under section 16
of the Government Organization Act as the Minister
responsible for this Act;
(ii) "officer" includes the cha ir of the board of directors, a
vice-chair of the board of directors, the president, a
vice-president, the secretary, an assistant secretary, the
treasurer, an assistant treasurer and the general manager of a
cooperative and any other individual designated as an
officer of the cooperative by bylaw or by resolution of the
directors, or any other individual who performs functions
for the cooperative similar to those normally performed by
an individual occupying any such office;
(jj) "ordinary resolution" mea ns a resolution that is submitted to
a meeting of the cooperative or a meeting of the directors
and passed at the meeting by a majority of the votes cast;
(kk) "patronage return" means an amount that the cooperative
allocates among and credits or pays to its members or to its
member and non-member patrons based on the business
done by them with or through the cooperative, and includes
patronage dividends or bonus payments issued to members
who hold investment shares issued by a cooperative referred
to in Part 18, Division 4;
(ll) "person" means an individual or an entity and includes a
legal representative;
(mm) "prescribed" means pr escribed by regulation;
(nn) "proxy" means a completed and executed form of proxy by
means of which an investment shareholder appoints a
proxyholder to attend and act on the investment
shareholder's behalf at a meeting of the investment
shareholders;
(oo) "record date" means the da te fixed or determined as the
record date by the regulations;
(pp) "redeemable", with r espect to a share, means
(i) that the cooperative may ac quire or redeem the share on
the demand of the cooperative, or
(ii) that the cooperative is re quired by its articles to acquire
or redeem the share at a specified time or on the demand
of the holder;
(pp.1) "Registrar" me ans the Registrar of Cooperatives appointed
under this Act;
(rr) "security" includes an inv estment share, a debt obligation of
a cooperative and a certificate evidencing such a share or
debt obligation and, for the purposes of Part 16, includes a
membership share;
(ss) "security interest" means an interest in or charge on
property of a cooperative to secure payment of a debt or the
performance of an obligation of the cooperative;
(tt) "send" includes deliver;
(uu) "series", in respect of investment shares, means a divisi on of
a class of those shares;
(vv) "share" means a membership share or an investment share;
(ww) "special resolution" means a resolution that is submitted to a
meeting of the cooperative or a meeting of the directors and
passed at the meeting by at least 2/3 of the votes cast;
(ww.1) "spouse" means the spouse of a married person but does not
include a spouse who is living separate and apart from the
person if the person and spouse have separated pursuant to a
written separation agreement or if their support obligations
and family property have been dealt with by a court order;
(xx) "unanimous agreement" m eans a written agreement to
which all the members and investment shareholders, if any,
of a cooperative are or are deemed to be parties, whether or
not any other person is also a party, that provides for any of
the matters listed in Part 4, Division 10.
(2) For the purposes of this Act,
(a) a corporation is affiliated with another corporation if on e of
them is a subsidiary of the other, if both are subsidiaries of
the same corporation or if each of them is controlled by the
same person, and
(b) if 2 corporations are affilia ted with the same corporation at
the same time, they are deemed to be affiliated with each
other.
(3) For the purposes of this Act, a corporation is the holding
corporation of another corporation if that other corporation is its
subsidiary.
(4) For the purposes of this Act, a corporation is a subsidiary of
another corporation if
(a) it is controlled by
(i) that other corporation,
(ii) that other corporation and one or more corporations,
each of which is controlled by that other corporation, or
(iii) 2 or more corpo rations, each of which is controlled by
that other corporation,
o r
(b) it is a subsidiary of a corporation that is that other
corporation's subsidiary.
(5) For the purposes of this Act, securities of a cooperative
(a) issued on a conversion of other securities, or
(b) issued in exchange for other securities
are deemed to be securities that are part of a distribution to the
public if those other securities were part of a distribution to the
public.
(6) Subject to subsection (7), for the purposes of this Act, a
security of a corporation
(a) is part of a distribution to the public if, in respect of the
security, there has been a filing of a prospectus, statement of
material facts, registration statement, securities exchange
take-over bid circular or similar document under the laws of
Canada, a province or territory of Canada or a jurisdiction
outside Canada, or
(b) is deemed to be part of a d istribution to the public if the
security has been issued and a filing referred to in clause (a)
would be required if the security were being issued
currently.
(7) On the application of a cooperative, the Commission may
determine that a security of the cooperative is not or was not part of
a distribution to the public if it is satisfied that its determination
would not prejudice any holder of a security certificate of the
cooperative.
(8) This Act applies to a cooperative incorporated or continued
under this Act.
(9) No provisions of any Act specified in the regulations apply to a
cooperative incorporated or continued under this Act.
2001 cC-28.1 s1;2002 cA-4.5 s28;2014 c8 s17;2014 cC-10.2 s171;
2021 c3 s4;AR 217/2022;2022 c16 s3(2)