Part 1 Interpretation and Application (clause 137-138)

The following new definitions to s. 2(1) are proposed:

• distributing cooperative
• personal representative
• member loan
• security
• infant

The purpose of these additions isto clarify the language of the CCA, to reduce ambiguity and to harmonize with provincial securities legislation. These changes are required due to amendments to other parts of the Act.

Briefing Book

An Act to amend the Canada Business Corporations Act and the Canada Cooperatives Act

Bill Clause No. : 137
CCA Section No. : 2(1) and 2(3)
Topic: Interpretation and Application (Technical Amendments)
Sources of Proposed Law
Canada Business Corporations Act, as amended

Changes From Present Law

(A) Changes are provided to the definition of:

• distributing cooperative
• member loan
• person
• security
• personal representative

(B) Includes a provision to ensure that the CCA is interpreted consistently with the definition of "child", as a person who is less than 18 years of age, as proposed by the United Nations Convention on the Rights of the Child. This provision replaces current subsection 2(3).

Purpose of Change 
N/A

Similar Provincial Laws

(A) The purpose of these additions are to clarify the language of the CCA, to reduce ambiguity, and to update the CCA to reflect current business terminology. These changes are required due to amendments to other portions of the Act.

The definition of "distributing cooperative" will be set in the regulations to allow flexibility. This flexibility is necessary given the complexity of differences in provincial securities law terminology to which these definitions should be matched as closely as possible and because the terminology changes over time.

The definition of "personal representative" is similar to that found in the Bank Act.

For the purpose of Part 18.1 (Apportioning Award of Damages), "member loan" is deemed to be a membership share issued at par value and "security" includes a membership share.

The definition of "security" is amended to make reference to 173 of the Act in order to enable members of a cooperative who only hold membership shares to rely on the insider trading civil liability provisions.

(B) This provision was introduced at the suggestion of Mac Harb, M.P. Current subsection 2(3) is being eliminated as a result of the inclusion of new Part 21.1 (Documents in Electronic or Other Form).

Similar Provincial Laws
N/A

Current Wording

2.(1) "distributing cooperative" means a cooperative any of whose issued securities, other than membership shares or member loans, are or were part of a distribution to the public and remain outstanding and are held by more than one person.

"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, for the purpose of Parts 8, 16, 17 and 19 and subsection 163(2), a member loan is deemed to be a membership share issued at par value.

"person" means an individual or an entity and includes a legal representative.

"security" includes an investment share, a debt obligation of a cooperative and a certificate evidencing such a share or debt obligation and, for the purposes of Part 19, includes a membership share.

(3) For the purposes of this Act, a document, notice or other information may be sent or otherwise given electronically only if it is sent in accordance with the prescribed requirements and if the by-laws or articles do not provide otherwise.

Proposed Wording
2.(1) "distributing cooperative" means, subject to subsections 4(4) and (5), a distributing cooperative as defined in the regulations.

"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, for the purpose of Parts 8, 16, 17, 18.1 and 19 and subsection 163(2), a member loan is deemed to be a membership share issued at par value.

"person" means an individual or an entity, and includes a personal representative.

"security" includes an investment share, a debt obligation of a cooperative and a certificate evidencing such a share or debt obligation and, for the purposes of section 173 and Parts 18.1 and 19, includes a membership share.

"personal representative" means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a receiver, an agent, a liquidator of a succession, a guardian, a tutor, a curator, a mandatary or an attorney.

(3) For the purposes of this Act, the word "minor" has the same meaning as in the applicable provincial law and, in the absence of any such law, has the same meaning as the word "child" in the United Nations Convention on the Rights of the Child, adopted in the United Nations General Assembly on November 20, 1989.

Bill Clause No. : 138
CCA Section No.: 4(4) and (5)
Topic :Interpretation and Application(Government Administration)
Sources of Proposed Law 
N/A

Changes From Present Law
Update and broaden the Director's individual exemption power in the current s. 4(6) to allow case-by-case exemptions from a cooperative being a "distributing cooperative" and to permit the Director to grant the exemptions where it would not be prejudicial to the public interest.

This change will also add a broad new blanket exemption power to exempt a class or classes of cooperatives from being "distributing cooperatives" where it would not be prejudicial to the public interest.

Purpose of Change  This change adds flexibility to the Act and its application by allowing the Director to exempt cooperatives from the requirements associated with being a "distributing cooperative".

Similar Provincial Laws 
Securities Act (Ontario)

Current Wording

4. (4) For the purposes of this Act, securities of a cooperative issued on a conversion of, or 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.

(5) Subject to subsection (6), for the purposes of this Act, a security of a body corporate

(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 a jurisdiction outside Canada; or

(b) is deemed to be part of a distribution to the public if the security has been issued and a filing referred to in paragraph (a) would be required if the security were being issued currently.

(6) On the application of a cooperative, the Director may determine that a security of the cooperative is not or was not part of a distribution to the public if the Director is satisfied that the determination would not prejudice any security holder of the cooperative.

Proposed Wording  4. (4) On the application of a cooperative, the Director may determine that the cooperative is not or was not a distributing cooperative if the Director is satisfied that the determination would not be prejudicial to the public interest.

(5) The Director may determine that a class of cooperatives are not or were not distributing cooperatives if the Director is satisfied that the determination would not be prejudicial to the public interest.