Part 2 Incorporation, Structure and Application (clauses 139-144)

Amendments designed to improve the efficient administration of the CCA are included in this Part, including an amendment to clarifying that the Director has the authority to refuse to issue a certificate of incorporation when the articles indicate that the cooperative to be incorporated would not be in compliance with the Act.

Technical amendments are proposed to harmonize the CCA with the proposed amendments to the Canada Business Corporations Act.

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

Bill Clause No. :139
CCA Section No. : 8(1)
Topic: Incorporation, Structure and Organization (Government Administration)

Sources of Proposed Law 
N/A

Changes From Present Law 
Replace the word "federations" with "cooperative entities".

Purpose of Change 
This subsection currently permits a "federation" to incorporate a cooperative as a subsidiary. Section 2 defines a "federation" as a cooperative incorporated under the CCA. The effect of this amendment would be to permit other bodies corporate that meet the definitions of a "cooperative entity", which is broader than the definition of "federation", to incorporate a cooperative as a subsidiary.

Similar Provincial Laws 
N/A

Current Wording 
8. (1) An application for incorporation of a cooperative may be made by a minimum of three persons, or by one or more federations, who intend to be members of the cooperative.

Proposed Wording 
8. (1) An application for incorporation of a cooperative may be made by a minimum of three persons, or by one or more cooperative entities, who intend to be members of the cooperative.

Bill Clause No. :140 and 141
CCA Section No. :new 12(1)(d) and 15(2)
Topic : Incorporation, Structure and Organization(Government Administration)

Sources of Proposed Law 
N/A

Changes From Present Law 
(A) Allow the Director to refuse to issue a certificate of incorporation in certain circumstances.
(B) Clarify in s. 15(2) that the division of members by region is permissible.

Purpose of Change 
(A) The Act does not clearly give the Director the authority to refuse to issue a certificate of incorporation when the articles of incorporation indicate that the cooperative to be incorporated would not be in compliance with the Act. This amendment would give the Director the discretion to refuse to incorporate a cooperative where the documents indicate that the proposed cooperative is not in compliance with the Act.
(B) This amendment is designed to clarify the Act.

Similar Provincial Laws 
N/A

Current Wording 
15. (2) The by-laws of a cooperative may provide for

1. the representation of members by delegates and, if so,
   1. the designation of the classes of members, if any, who may be represented by delegates,
   2. the procedure for altering classes of members, if applicable, and
   3. the powers, duties, selection, voting rights and procedures for the
   removal of delegates;
2. the division of members into classes and, if so,
   1. the qualifications for membership in each class,
   2. the conditions precedent to membership in each class,
   3. the method, time and manner of withdrawing from a class or transferring membership from one class to another and any applicable conditions on a transfer, and
   4. (iv) the conditions on which membership in a class ends;

Proposed Wording 
12. (1)(d) a notice that is required to be given under subsection 30(2) or 81(1) indicates that the cooperative, if it came into existence, would be in compliance with the Act.

15.
(2)(a)

1. the designation of the classes or regional groups of members, if any, who may be represented by delegates,
2. the procedure for altering classes or regional groups of members, if applicable, and

(2)(b) the division of members into classes or regional groups and, if so,

1. the qualifications for membership in each class or regional group,
2. the conditions precedent to membership in each class or regional group,
3. the method, time and manner of withdrawing from a class or regional group or transferring membership from one class or regional group to another and any applicable conditions on a transfer, and
4. (iv) the conditions on which membership in a class or regional group ends;

Bill Clause No. : 142
CCA Section No. : 16(b)
Topic : Incorporation, Structure and Organization (Technical Amendments)

Sources of Proposed Law 
N/A

Changes From Present Law 
Amend par. 16(b) to replace the words "legal representatives" with the words "personal representatives".

Purpose of Change 
This technical change clarifies the wording of the Act to reflect the proposed definition of "personal representatives" in subs. 2(1) [see clause 136].

Similar Provincial Laws 
N/A

Current Wording 
16. The articles and by-laws of a cooperative bind it and its members to the same extent as if they ...

(b) contained undertakings by every member and the successors, assigns, mandataries and legal representatives of every member to observe all the provisions of the articles and by-laws.

Proposed Wording 
16.(b) contained undertakings by every member and the successors, assigns and personal representaives of every member to observe all the provisions of the articles and by-laws.

Bill Clause No. : 143
CCA Section No. :19(4)(a)
Topic :Incorporation, Structure and Organization (Technical Amendments)

Sources of Proposed Law 
N/A

Changes From Present Law 
Clarify that par. 19(4)(a) applies to contracts entered into or purported to be entered into with a cooperative prior to its incorporation.

Purpose of Change 
The proposed amendment would clarify the intention of the section, which is to protect third parties who enter into pre-incorporation contracts with as yet unformed cooperatives and would harmonize the provision with proposed amendments to the CBCA.

Similar Provincial Laws 
Business Corporations Act (Saskatchewan)

Current Wording 
19. (4) Whether or not a cooperative has adopted a contract, the court may, on application by a party to the contract,

(a) make an order respecting the nature and extent of the obligations and liability under the contract of the cooperative and the person who purported to enter into the contract by or on behalf of the cooperative; and

Proposed Wording 
19. (4)(a) make an order respecting the nature and extent of the obligations and liability under the contract of the cooperative and the person who entered into or purported to enter into the contract by or on behalf of the cooperative; and

Bill Clause No. :144
CCA Section No. :20(4) and (5)
Topic :Incorporation, Structure and Organization (Government Administration)

Sources of Proposed Law 
N/A

Changes From Present Law
Allow regulations to define what is a combined language form of name.

Purpose of Change 
This amendment would permit the regulations to establish the criteria to be met in order to constitute a combined English and French name.

Similar Provincial Laws 
N/A

Current Wording 
20. (4) The name of a cooperative may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the form meets any criteria contained in a regulation made under subsection (5). The cooperative may use and be legally designated by any such form.

(5) The Director may make regulations prescribing the criteria for what constitutes an English form and a French form, and a combined English and French form, of the names of cooperatives.

Proposed Wording 
20. (4) The name of a cooperative may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets the prescribed criteria. The cooperative may use and be legally designated by any such form.