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.
Division 1 -- Formation of Associations
10 (1) Any 3 or more persons, eligible organizations or both may be incorporated as an association under this Act to carry on any lawful business or activity on a cooperative basis.
(2) An association must not carry on business without at least 3 members but, if at any time it does so for more than 6 months, every director and officer of the association during the time that it so carries on business is jointly and separately liable for the payment of the whole of the debts of the association contracted during that time.
11 The persons, eligible organizations or both wishing to form an association must
(a) make and subscribe, in duplicate, a memorandum according to the prescribed form and the rules adopted by the subscribers,
(b) file the memorandum and rules in the office of the registrar and fulfil the requirements of sections 12 and 13, and
(c) at the time of filing, pay the prescribed fee.
12 The memorandum must
(a) show opposite the name of every subscriber the number of membership shares taken by the subscriber,
(b) show opposite the name of every subscriber the number of investment shares, if any, taken by the subscriber and, if there are investment shares of different kinds and classes, the number of investment shares of each kind and class taken by the subscriber,
(c) contain every restriction, if any, on the business to be carried on by the association or on the powers of the association,
(d) state the purpose of the association,
(e) if applicable, state that
(i) section 173 of the Cooperative Association Act applies to the association and identify that statement as an unalterable provision, or
(ii) section 196 (2) of the Cooperative Association Act applies to the association and identify that statement as an unalterable provision,
(f) state the par value of its membership shares or that its membership shares are without par value,
(g) state
(i) the maximum number of membership shares that the association is permitted to issue, or
(ii) that the association is permitted to issue an unlimited number of membership shares, and
(h) be consistent with section 49.
13 (1) Subject to subsection (2), the rules adopted by an association may be in the prescribed form.
(2) The association's rules must either be in the prescribed form or provide for each of the matters that are prescribed.
(3) The association's rules may allow for joint members and if so
(a) must set out the rights of joint members,
(b) must require the joint members to jointly own the membership shares held by the joint membership,
(c) may set out whether the membership shares held by the members jointly are to be held
(i) in joint tenancy or tenancy in common, or
(ii) in either joint tenancy or tenancy in common, at the option of the members applying for the joint membership shares, and
(d) must be consistent with the requirements of sections 42 and 49.
(4) If the association's rules allow for joint membership, but are silent as to the matters described in subsection (3) (c), the membership shares held by the members jointly are to be held in joint tenancy.
(5) If the association's rules under subsection (3) (c) allow for joint tenancy or tenancy in common at the option of the members applying, but the members do not specify, the membership shares held by the members jointly are to be held in joint tenancy.
14 At the time of filing the memorandum and rules of an association under section 11, the persons wishing to form an association must also file with the registrar each of the following:
(a) a list of the persons named as the first directors of the association under section 73, stating their full names and addresses;
(b) a notice setting out the address of the registered office of the association as required by section 27.
15 (1) After receiving the material required to be filed with the registrar under sections 11 and 14, the registrar, if satisfied that the material filed meets the requirements of this Part, must
(a) register the memorandum and rules and enter the name of the association in the registrar's records,
(b) issue a certificate of incorporation showing that the association is incorporated under this Act, and
(c) publish in the Gazette notice of the incorporation of the association together with a statement of the purpose of the association.
(2) The registrar must retain and register one copy of the memorandum and rules and return the other copy to the applicants, certified as having been filed with the registrar.
16 A certificate of incorporation given by the registrar for an association is conclusive evidence
(a) of compliance with the requirements of this Act for incorporation, and
(b) that the association has been incorporated in accordance with this Act.
17 On and after the date of the certificate of incorporation, the subscribers to the memorandum, and other persons who may become members of the association, are a corporation by the name described, subject to this Act.
18 The memorandum and rules, when registered, bind the association, its members and its investment shareholders to the same extent as if the memorandum and rules
(a) had each been signed and sealed by the association, each member and each investment shareholder, and
(b) each contained covenants on the part of each member and investment shareholder to observe the memorandum and rules.
19 An association has the capacity and the rights, powers and privileges of an individual of full capacity.
20 (1) An association must not carry on a business that it is restricted from carrying on by its memorandum.
(2) An association must not exercise
(a) a power that it is restricted from exercising by its memorandum, or
(b) any of its powers in a manner inconsistent with the restrictions in its memorandum.
(3) An act of an association, including any transfer of property to or by an association, is not invalid merely because the act or transfer is contrary to the association's memorandum or rules or to this Act.
21 In proceedings by or against an association, a person is not affected by or deemed to have notice or knowledge of the contents of a document or other record concerning the association merely because the document or other record has been filed with the registrar or is available for inspection at an office of the association.
22 On request, the registrar may reserve a name
(a) for a period of 2 months from the date of reservation,
(i) for an intended association,
(ii) for an association about to change its name, and
(iii) for an extraprovincial corporation intending to
(A) apply for registration as an extraprovincial association, or
(B) change its name, and
(b) for the period the registrar allows, for an association or extraprovincial association intending to amalgamate with another.
23 (1) An association must include the word "cooperative", "co-operative", "coop", "co-op" or "coopérative", or another grammatical form of any of those words, as part of its name.
(2) An association may include only one of the following words in its name:
(a) "association";
(b) "society";
(c) "union";
(d) "exchange";
(e) a similar word approved by the registrar.
(3) An association must not include in its name the words "not for profit" or "non profit" or any words of similar import unless section 173 applies to the association.
(4) An association must not include in its name either the word "company" or the word "limited".
24 An association must not be incorporated under section 10, a corporation must not be continued under section 185 and an extraprovincial corporation must not be registered as an extraprovincial association under section 181 under a name that
(a) the registrar for a good and valid reason disapproves, or
(b) does not comply with the applicable requirements of this Division.
25 A person must not carry on any business or activity under any name that includes the word "cooperative", "co-operative", "coop", "co-op" or "coopérative", or another grammatical form of any of those words, or adopt any new name including that word, or grammatical form, unless the person is
(a) an association,
(b) incorporated under an Act of Canada as a cooperative association, insurance company or credit society,
(c) a corporation incorporated under another Act that at the time this section comes into force is the subject of a subsisting approval of the superintendent under a former Act, or
(d) an extraprovincial association.
26 An association must do the following:
(a) display its name, and keep its name displayed, in legible letters in a conspicuous position at each place in which its business is carried on;
(b) have its name engraved in legible characters on its seal, if any;
(c) have its name mentioned in legible characters
(i) on all notices, advertisements and other official publications of the association,
(ii) on all commercial paper or goods purporting to be signed by or on behalf of the association, and
(iii) on all bills or parcels, invoices, receipts and letters of credit of the association.
Division 3 -- Registered Office
27 An association must
(a) have a registered office in British Columbia to which all communications and notices may be delivered, and
(b) file with the registrar notice of every change in its address.
28 A document or other record may be served on an association by
(a) leaving it at, or mailing it by registered mail to, the registered office of the association as recorded under this Act, or
(b) personally serving a director or officer of the association.
[ . . . BILL CONTENTS | . . . PREVIOUS
PART | NEXT PART . . . ]
[ Return to: Legislative Assembly Home Page ]
Copyright © 1999: Queen's Printer, Victoria, British Columbia, Canada