1998/99 Legislative Session: 3rd Session, 36th Parliament
FIRST READING


The following electronic version is for informational purposes only.
The printed version remains the official version.


BILL 98 -- 1999

COOPERATIVE ASSOCIATION ACT

... continued ...

 
Part 13 -- Continuation, Amalgamation

 
Division 1 -- Continuation of Cooperative Associations into
or out of British Columbia

Definitions

182 In this Division:

"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 the foreign cooperative's 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 into British Columbia under section 183,

(b) has been incorporated other than by or under an Act, or

(c) is otherwise subject to the laws of a jurisdiction other than British Columbia;

"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 a jurisdiction other than British Columbia, that jurisdiction.

Continuation into British Columbia

183 A foreign cooperative, if it appears to the registrar to be authorized by the laws of the foreign cooperative's jurisdiction, may deliver to the registrar for filing an instrument of continuation in duplicate continuing the foreign cooperative as if it had been incorporated under this Act.

Instrument of continuation

184 (1) The instrument of continuation under section 183 must

(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 full address of the registered office that the foreign cooperative will have in British Columbia;

(iv) the classes and denominations of shares authorized by the foreign cooperative;

(v) the full names and addresses of all directors and officers of the foreign cooperative;

(vi) any other material that may be prescribed,

(b) contain a statement verifying that foreign cooperative has made the amendments referred to in subsection (2),

(c) be executed by the foreign cooperative and verified by an affidavit of the person signing the instrument of continuation, and

(d) be accompanied by the following:

(i) the charter of the foreign cooperative;

(ii) a memorandum that complies with section 12;

(iii) rules that comply with section 13;

(iv) any other material required by the registrar.

(2) The foreign cooperative must make the amendments to its charter that are necessary to make the memorandum and rules referred to in subsection (1) (d) conform to the laws of British Columbia.

Certificate of continuation into British Columbia

185 (1) On filing the instrument of continuation of a foreign cooperative into British Columbia, the registrar must issue a certificate of continuation into British Columbia.

(2) The registrar must publish in the Gazette notice of the continuation of the foreign cooperative into British Columbia.

Consequences of continuation into British Columbia

186 (1) At the time that a foreign cooperative is continued into British Columbia as an association under section 185,

(a) the association becomes an association to which this Act applies and this Acts applies to the association as if it 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 into British Columbia 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.

(2) A certificate of continuation into British Columbia 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.

(3) 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 section 184 (1) (d) (iii).

(4) 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 membership share,

(b) deprive an investment shareholder of any right or privilege that the investment shareholder claims under an issued investment share,

(c) relieve a member of any liability with respect to an issued membership share, or

(d) relieve an investment shareholder of any liability with respect to an issued investment share.

Continuation from British Columbia

187 (1) Subject to subsections (2) and (3), an association, if authorized by its members and the registrar in accordance with this section, may 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 or rules a provision described in section 196 (2), or

(b) a housing cooperative that provides in its memorandum or rules that section 173 applies to it.

(3) 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 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.

(4) An association is authorized by the members to apply for continuation into a jurisdiction other than British Columbia

(a) if the members approve the continuation by a special resolution, and

(b) if the association has investment shares outstanding, the investment shareholders of each class of investment shares approve the continuation by separate resolutions, or if the association has outstanding shares of only a single class of investment shares, the investment shareholders of that class approve the continuation by a separate resolution.

(5) An association seeking an authorization under subsection (4) may submit the application to the registrar for approval, and the registrar must approve the application if the registrar is satisfied that the application is not prohibited by subsection (3).

(6) An association is authorized by the registrar to apply for continuation into a jurisdiction other than British Columbia when, after receipt from the association of an application in a form satisfactory to the registrar, the registrar approves the application.

(7) The authorization under subsection (5) expires 6 months after the date on which the registrar approves the application unless, within that period, the association is continued under the laws of the other jurisdiction.

Abandonment of continuation application

188 At any time before an association is continued from British Columbia into another jurisdiction under the laws of the other jurisdiction, the directors of the association, if authorized by the resolutions referred to in section 187 (4), may abandon an application under section 187 without further approval of the members or investment shareholders.

Filing requirements and registrar's certificate

189 (1) An association that, under this section, has been continued from British Columbia into another jurisdiction under the laws of the other 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 issue.

(2) On receiving a notice satisfactory to the registrar that an association has been continued from British Columbia into another jurisdiction under the laws of the other jurisdiction, the registrar, if the registrar had approved the application for continuation under section 187 (5), must file the notice.

(3) The registrar must publish in the Gazette notice of the continuation of the association from British Columbia into another jurisdiction.

When Act ceases to apply to association continued out of British Columbia

190 An association ceases to be an association under this Act on and after the date on which the association is continued under the laws of the other jurisdiction.

 
Division 2 -- Amalgamation of Associations

Amalgamation

191 (1) In this section, "amalgamating associations" means the associations that amalgamate and continue as an amalgamated association under subsection (2).

(2) Any 2 or more associations may amalgamate and continue as an amalgamated association by passing the resolutions required by subsection (3) of this section that authorize their respective directors, or some of them, to subscribe jointly to a memorandum according to the prescribed form referred to in section 11 (a), and to comply in other respects with section 11, and, for that purpose the associations may authorize alterations to name, objects and share capital as necessary.

(3) The following resolutions are required for the purpose of subsection (2):

(a) a special resolution of each of the amalgamating associations;

(b) if any of the amalgamating associations has investment shares outstanding, a separate resolution of the investment shareholders of each class of investment shares, or if that amalgamating association has outstanding shares of only a single class of investment shares, separate resolutions of the investment shareholders of that class.

Consequences of amalgamation

192 On the registrar issuing a certificate of amalgamation,

(a) each member of the amalgamating associations becomes a member of the amalgamated association until that membership is terminated in accordance with this Act and the memorandum and rules of the amalgamated association,

(b) each investment shareholder in the amalgamating associations who has not given notice of dissent under section 164 becomes an investment shareholder in the amalgamated association,

(c) all property and rights of each amalgamating association are transferred to and vested in the amalgamated association without any further act or deed,

(d) the amalgamated association becomes liable for all the debts and obligations of each amalgamating association, and

(e) the rights of creditors of each amalgamating association continue and are enforceable against the amalgamated association.

Exceptions to amalgamation

193 An association to which

(a) section 173 applies may not amalgamate with another association unless that section also applies to the other association, and

(b) section 196 (2) applies may not amalgamate with another association unless that section also applies to the other association.


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