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

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

Certified correct as passed Third Reading on the 14th day of July, 1999
Ian D. Izard, Law Clerk

HONOURABLE JAN PULLINGER
MINISTER OF HUMAN RESOURCES

 

BILL 98 -- 1999

COOPERATIVE ASSOCIATION ACT

Contents

Section
Part 1 -- Interpretation and Application
1 Definitions and interpretation
2 When status as reporting association ceases
3 Corporate relationships
4 Share ownership
5 Application of Company Act to associations
6 Application of Company Act to extraprovincial associations
7 Rules for Company Act interpretation
8 Cooperative basis
9 Patronage returns

Part 2 -- Incorporation
Division 1 -- Formation of Associations
10 Formation of association
11 Filing memorandum and rules
12 Memorandum requirements
13 Rules
14 List of directors
15 Registration documents
16 Conclusiveness of certificate
17 Incorporation from date of certificate
18 Effect of memorandum and rules
19 Power and capacity
20 Restricted business and powers
21 No constructive notice
Division 2 -- Name
22 Name reservation
23 Form of name
24 Registrar's discretion as to name
25 Use of "cooperative" and its derivatives in business name restricted
26 Publication of name
Division 3 -- Registered Office
27 Registered office
28 Service of documents

Part 3 -- Membership and Voting
Division 1 -- Membership
29 Membership
30 Membership share requirement
31 Members under 19 years of age
32 Government, first nations and corporations as members
33 Withdrawal from membership
34 Termination of membership in an association other than a housing cooperative
35 Termination of membership in a housing cooperative
36 Notices respecting the termination of members
37 Appeal from termination of membership
38 Requirement to redeem shares on membership withdrawal or termination
39 Special resolution for readmission
Division 2 -- Voting by Members
40 Right to vote
41 Special voting rights for classes of membership
42 Joint members
43 Proxy voting
44 Voting choices for a member
45 Corporate membership -- equitable voting
Division 3 -- Delegate System of Voting
46 Rules may provide for a delegate system
47 Executive committee

Part 4 -- Finance
Division 1 -- Share Capital Structure
48 Capital -- membership and investment shares
49 Investment shares -- provisions in memorandum and rules
50 Consistency between memorandum and rules
51 Consideration for membership and investment shares
52 Issue of membership and investment shares
53 Payments to joint shareholders
54 Member share dividends or interest
55 Liability of members and investment shareholders
56 Association's lien on membership or investment shares
57 Membership or investment share certificates
58 Particulars of issue on investment share certificates
Division 2 -- Voting by Investment Shareholders
59 Investment shareholder voting rights and restrictions
60 Separate resolution rights not affected
61 One investment share, one vote
62 Proxy voting by investment shareholders
63 Members holding investment shares
Division 3 -- Joint Investment Shares
64 Joint investment shares
65 Joint tenancy or tenancy in common
Division 4 -- Share Capital Redemption and Reduction
66 Redeeming shares, loans to members, paying dividends
67 Reduction of share capital

Part 5 -- Association Alterations
Division 1 -- Amendments to Memorandum and Rules
68 Amendment of memorandum and rules
69 Effective date of amendment
70 No interference with class rights without consent
Division 2 -- Substantial Disposition of Association's Undertaking
71 No pledge or disposition of association's undertaking without consent

Part 6 -- Management
Division 1 -- Directors Generally
72 Directors
73 First directors
74 Election or appointment of directors
75 Remuneration of directors
76 Directors' responsibility to manage association
77 Meetings of director
78 Association to file notice as to directors
79 Persons disqualified as directors
80 Director ceasing to hold office
81 Effective date of director's resignation
82 Removal of director
83 Notice of cessation
84 Duties of directors
85 Validity of acts of directors
Division 2 -- Disclosure and Conflict of Interest Rules -- Directors and Officers
86 Disclosable interest
87 Director and officer to disclose interest
88 Means of making disclosure
89 Obligation to account for profits
90 Approval
91 Disclosure to shareholders
92 Powers of court
93 Court may make declaration
94 Validity
95 Disclosure of conflict of office or property
96 Limitation of obligations of directors and officers
Division 3 -- Indemnification of Directors and Payment of Expenses
97 Definitions
98 Indemnification and payment permitted
99 Mandatory payment of expenses
100 Authority to advance expenses
101 Indemnification prohibited
102 Court ordered indemnification
103 Insurance
Division 4 -- Officers
104 Security by officers
105 Duties of officers
106 Validity of acts of officers

Part 7 -- Auditors
Division 1 -- Appointment of Auditor
107 Application of the Company Act
108 Auditors
109 Exception
110 Qualifications
111 Persons not qualified as auditors
112 Remuneration
113 Removal of auditor
Division 2 -- Duties and Rights of Auditors
114 Annual audit
115 Negative audit report
116 Audited statements of subsidiaries
117 Auditor's attendance
118 Procedure
119 Amendment of financial statements and report
120 Access to records
121 Information as to foreign subsidiaries
122 Auditor's attendance at meetings
123 Qualified privilege

Part 8 -- Records
Division 1 -- Registers
124 Register of members and investment shareholders
125 Register of directors
Division 2 -- Records Filed With the Registrar
126 Annual report
127 Financial statements of reporting associations
Division 3 -- General
128 Records to be kept at registered office
129 Records available to directors and former directors
130 Examination of records
131 Reasonable restrictions
132 Copies
133 Lists of members, investment shareholders and debentureholders
134 Prohibition against improper use of list
135 Association must give access to certain records
136 Form of records
137 Minutes
138 Accounts at registered office
139 Special resolutions to be filed
140 Authentication
141 Confidentiality
142 Copies of memorandum and rules
Division 4 -- Meetings
143 General meetings
144 Provision for 2 or more general meetings for same matters
145 Semi-annual or other periodic meetings
146 Notice of meetings to be given
147 Manner of giving notice
148 Place of meeting is British Columbia, or as registrar approves
149 Voting, in person at meeting or other form of communication
150 Holding of special general meetings
151 Member requisitioned special general meetings
152 Directors' decision whether to call requisitioned meeting
153 Information for annual general meeting

Part 9 -- Court Proceedings and Investigations
154 Interpretation
155 Application of the Company Act
Division 1 -- Court Proceedings
156 Court proceedings on member's or investment shareholder's application
157 Court's power to restrain breach or require compliance
Division 2 -- Investigations
158 Court may order investigation
159 Association may require investigation

Part 10 -- Dissent
160 Definitions
161 Right to dissent
162 Loss of right to dissent
163 Notice of resolution
164 Notice of dissent
165 Association's response to dissent
166 Application to court
167 Prohibition against payment
168 Dissenter entitled to return of shares and rights
169 Disposition of shares

Part 11 -- Special Purpose Associations
Division 1 -- Housing Cooperatives
170 Application
171 Right to possession terminated
172 Court order of possession
173 Special provisions on dissolution or winding up of a housing cooperative
Division 2 -- Certain Producer Associations (Cooperative Marketing)
174 Definitions
175 Breach of contract
176 Exception for fishing industry
177 Termination of marketing contract after notice
178 Requirement to respect cooperative marketing contract

Part 12 -- Extraprovincial Associations
179 Application of Part
180 Registration under this Act of extraprovincial corporations organized on a cooperative basis
181 Registration as an extraprovincial corporation

Part 13 -- Continuation, Amalgamation
Division 1 -- Continuation of Cooperative Associations into or out of British Columbia
182 Definitions
183 Continuation into British Columbia
184 Instrument of continuation
185 Certificate of continuation into British Columbia
186 Consequences of continuation into British Columbia
187 Continuation from British Columbia
188 Abandonment of continuation application
189 Filing requirements and registrar's certificate
190 When Act ceases to apply to association continued out of British Columbia
Division 2 -- Amalgamation of Associations
191 Amalgamation
192 Consequences of amalgamation
193 Exceptions to amalgamation

Part 14 -- Dissolution, Winding Up, Restoration
194 Application of the Company Act
195 Cancellation of incorporation
196 Dissolution and winding up
197 Application for voluntary dissolution

Part 15 -- Offences and Penalties
198 Offence Act
199 Offences
200 Misleading statements an offence
201 Penalties
202 Remedies preserved
203 Limitation period

Part 16 -- Administration
Division 1 -- Registrar
204 Registrar may refuse to accept filing
205 Document imaging
206 Inspection of records at registrar's office
Division 2 -- Appeal to Commercial Appeals Commission
207 Appeal from registrar's decisions
Division 3 -- General
208 Arbitration of disputes
209 Employment as inducement to invest
210 Fees

Part 17 -- Regulations
211 Power to make regulations

Part 18 -- Transitional Provisions
212 Definitions
213 Membership shares of pre-existing associations with one class of share
214 Membership shares of pre-existing associations with 2 or more classes of shares
215 Application of section 216 to certain pre-existing associations
216 Notice of rights and restrictions
217 Former Act associations
218 Powers of associations incorporated before June 30, 1988
219 Repeal
220 to 228 Consequential Amendments
229 Commencement


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