1992 Legislative Session: 1st Session, 35th Parliament
The following electronic version is for informational purposes only.
The printed version remains the official version.
Certified correct as passed Third Reading on the 11th day of June, 1992
Ian D. Izard, Law Clerk.
MINISTER OF GOVERMENT SERVICES
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:
1 The definition of "association" in section 1 of the Cooperative Association Act, R.S.B.C. 1979, c. 66, is repealed and the following substituted:
"association" means an association incorporated or continued under this Act, and includes an association to which section 60 or 61 applies; .
2 The following sections are added:
55.1 (1) In this section
"charter" includes an Act, statute, ordinance, letters patent, certificate, declaration or other instrument or provision of law by or under which a foreign cooperative has been incorporated, amalgamated or continued, and every amendment of them applying to the foreign cooperative, and also its constitution, memorandum, rules, articles, regulations or bylaws, agreement or deed of settlement and every amendment of them;
"foreign cooperative" means a corporation that has been incorporated as a cooperative association and that
(a) has been continued under section 55.2,
(b) has been incorporated otherwise than by or under an Act, or
(c) is otherwise subject to the laws of a jurisdiction other than the Province;
"foreign cooperative's jurisdiction" means, in respect of a foreign cooperative, the jurisdiction in which it was incorporated or, if it has been continued, into which it was continued.
(2) A foreign cooperative may, if it appears to the registrar to be authorized by the laws of the foreign cooperative's jurisdiction, deliver to the registrar an instrument of continuation in duplicate continuing the foreign cooperative as if it had been incorporated under this Act.
(3) The instrument of continuation shall
(a) set out the following:
(i) the name of the foreign cooperative;
(ii) the date and jurisdiction of the incorporation of the foreign cooperative;
(iii) the business that the foreign cooperative will carry on in the Province;
(iv) the full address of the registered office that the foreign cooperative will have in the Province;
(v) the classes and denominations of shares authorized by the foreign cooperative;
(vi) the full names and addresses of all directors and officers of the foreign cooperative;
(vii) any other material that may be prescribed,
(b) be executed under seal and signed by an officer or director of the foreign cooperative and verified by an affidavit of the person signing the instrument of continuation, and
(c) be accompanied by
(i) the charter of the foreign cooperative,
(ii) a memorandum that complies with section 5 (1) and (2) (b),
(iii) rules that comply with section 5 (1), (3) and (4), and
(iv) any other material required by the registrar.
(4) The instrument of continuation shall make the amendments to the charter of the foreign cooperative that are necessary to make the charter conform to the laws of the Province and may make other amendments permitted under this Act as if the foreign cooperative were incorporated under this Act.
(5) No foreign cooperative shall be continued under this section unless the superintendent has provided a certificate of approval to the registrar indicating that the superintendent is satisfied that the foreign cooperative is organized, administered and operated substantially on a cooperative basis.
(6) If the instrument of continuation conforms to law, the registrar may, after the registrar has received a certificate of approval signed by the superintendent and after all fees have been paid, file one duplicate of the instrument and issue to the foreign cooperative a certificate of continuation to which the registrar shall affix the other duplicate.
(7) The registrar may issue a certificate of continuation on the terms and subject to the limitations and conditions and containing the provisions that appear to the registrar to be fit and proper.
(8) Where the registrar issues a certificate of continuation to a foreign cooperative, the registrar shall send a copy of the certificate to the appropriate official or public body in the foreign cooperative's jurisdiction.
(9) At the time that a foreign cooperative is continued into the Province as an association under this section,
(a) this Act applies to the association to the same extent as if the association had been incorporated under this Act,
(b) the memorandum and rules that accompanied the instrument of continuation on its filing with the registrar become the memorandum and rules of the association,
(c) the certificate of continuation is deemed to be the certificate of incorporation of the association,
(d) the property of the foreign cooperative continues to be the property of the association,
(e) the association continues to be liable for the obligations of the foreign cooperative,
(f) an existing cause of action, claim or liability to prosecution is unaffected,
(g) a civil, criminal, quasi criminal, administrative or regulatory action or proceeding being prosecuted or pending by or against the foreign cooperative may be prosecuted or its prosecution may be continued, as the case may be, by or against the continued association, and
(h) a conviction against, or ruling, order or judgment in favour of or against, the foreign cooperative may be enforced by or against the association.
(10) A certificate of continuation is conclusive proof for the purposes of this Act and for all other purposes that the foreign cooperative has been continued under this Act as of the date and, if applicable, the time shown in the certificate of continuation.
(11) A share of a foreign cooperative continued under this Act that was issued in compliance with the laws of the foreign cooperative's jurisdiction and with the foreign cooperative's charter is deemed to have been issued in compliance with this Act and with the provisions of the rules referred to in subsection (3) (c) (iii).
(12) Continuation of a foreign cooperative as an association under this section does not
(a) deprive a member of any right or privilege that the member claims under an issued share, or
(b) relieve a member of any liability with respect to an issued share.
55.2 (1) Subject to subsections (2) and (12), an association may, if it is authorized by its members and the registrar in accordance with this section, make an application to the appropriate official or public body of another jurisdiction, requesting that the association be continued as if it had been incorporated under the laws of that other jurisdiction.
(2) Subsection (1) does not apply to
(a) an association that has included in its memorandum a provision described in section 52 (2), or
(b) a housing cooperative, as defined in section 66, that provides in its memorandum that section 72 applies to it.
(3) An association is authorized by the members to apply for continuation into a jurisdiction other than the Province when, at a general meeting, the members approve the continuation by an extraordinary resolution.
(4) The notice of the general meeting referred to in subsection
(3) shall state that a member is entitled to give a notice of dissent under section 55.3 in respect of the extraordinary resolution.
(5) An association is authorized by the registrar to apply for continuation into a jurisdiction other than the Province when, following receipt from the association of an application in a form satisfactory to the registrar, the registrar endorses an authorization on the application.
(6) An association seeking an authorization under subsection (5) may submit the application to the registrar for authorization and the registrar shall endorse an authorization on the application if the registrar is satisfied that the application is not prohibited by subsection (12).
(7) The authorization given by the registrar under subsection (5) expires 90 days after the date on which the authorization was endorsed by the registrar on the application unless, within the 90 day period, the association is continued under the laws of the other jurisdiction.
(8) At any time before an association is continued under the laws of another jurisdiction, the directors of the association may, if authorized by the extraordinary resolution referred to in subsection (3), abandon an application under this section without further approval of the members.
(9) An association that has, under this section, been continued under the laws of another jurisdiction must file with the registrar a copy of the instrument of continuation issued to it by the other jurisdiction within 60 days after the date of its issuance.
(10) On receipt of a notice satisfactory to the registrar that an association has been continued under the laws of another jurisdiction, the registrar, if the registrar had authorized the application for continuation under subsection (5), must file the notice and issue a certificate of discontinuance.
(11) This Act ceases to apply to an association referred to in a certificate of discontinuance on the date shown in that certificate.
(12) An association must not apply under subsection (1) to be continued as a foreign cooperative under the laws of another jurisdiction unless those laws provide in effect that
(a) the property of the association continues to be the property of the foreign cooperative,
(b) the foreign cooperative continues to be liable for the obligations of the association,
(c) an existing cause of action, claim or liability to prosecution is unaffected,
(d) a civil, criminal, quasi criminal, administrative or regulatory action or proceeding being prosecuted or pending by or against the association may be prosecuted or its prosecution may be continued, as the case may be, by or against the foreign cooperative, and
(e) a conviction against or ruling, order or judgment in favour of or against the association may be enforced by or against the foreign cooperative.
55.3 (1) A member of an association who votes against an extraordinary resolution authorizing the association to continue into a jurisdiction other than the Province may, within 10 days after the extraordinary resolution is passed, give written notice of dissent to the association.
(2) An association that is given a notice of dissent under subsection (1) shall, within 90 days after the date on which the registrar endorsed an authorization on the application referred to in section 55.2 (1),
(a) give effect to the dissent by
(i) purchasing all of the shares held by the member in the capital stock of the association at the lesser of the amount paid up on the shares or the price agreed on by the association and the member, and
(ii) paying to the member
(A) all of the amounts held to the member's credit, together with any interest that has accrued on those amounts, and
(B) the amount outstanding on any loans made to the association by the member that are repayable on demand, together with any interest that has accrued on those loans, or
(b) make application to the Supreme Court to relieve the association of its obligation to purchase the shares referred to in paragraph (a) (i) and to make the payments required by paragraph (a) (ii) where, in the opinion of the directors,
(i) the association is, or would after the purchase and payments be, unable to pay its liabilities as they become due, or
(ii) the realizable value of the association's assets would, as a result of the purchase and payments, be less than the aggregate of its liabilities.
(3) On an application made under subsection (2) (b), the Supreme Court may make the order it considers appropriate and may, without limitation,
(a) order that the association purchase the shares and make the payments required by subsection (2) (a), or
(b) fix the terms of the purchase and payments.
3 Section 71 is amended
(a) in subsection (1) (b) (ii) by striking out "the member has", and
(b) by adding the following subsection:
(8) Nothing in this section restricts the application of section 25 to housing cooperatives and their members.
4 Schedule E is amended by adding the following:
14 For a continuation under section 55.1 or 55.2, the same fees that are charged for a continuation under section 36 or 37 of the Company Act.
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