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.


BILL 98 -- 1999

COOPERATIVE ASSOCIATION ACT

... continued ...

 

Part 3 -- Membership and Voting

Division 1 -- Membership

Membership

29 The members of an association are the subscribers to the association's memorandum and the persons and eligible organizations admitted to membership in the association according to its rules.

Membership share requirement

30 An association, in its rules, must designate a class of shares as the membership shares and provide, as a condition of the admission of a person or eligible organization as a member of the association, that the person subscribe for a minimum number of membership shares.

Members under 19 years of age

31 (1) An association may provide in its rules for the admission to membership in the association of persons under 19 years of age who are at least 16 years of age.

(2) Rules referred to in subsection (1) are subject to subsection (3).

(3) Despite the Infants Act, the Age of Majority Act or the common law and subject to subsection (4) of this section, an individual admitted to membership in an association who is under 19 years of age and who are at least 16 years of age

(a) has the same obligations, rights and legal capacity as a member of the association who has reached 19 years of age, and

(b) may be sued,

but only in respect of membership in an association and of any indebtedness or obligation to the association.

(4) An individual under 18 years of age is not eligible to be a director or officer of an association.

Government, first nations and corporations as members

32 Each of the following may be admitted to membership in an association and represented by an individual authorized on its behalf:

(a) the government;

(b) a first nation;

(c) a corporation.

Withdrawal from membership

33 (1) An association

(a) must permit the withdrawal of members from the association, and

(b) subject to section 38 (1) and paragraph (a) of this subsection, may provide in the association's rules for the withdrawal of members from the association and the transfer of their membership shares.

(2) Withdrawal from membership in an association is subject to any rules of the association that are made in accordance with subsection (1) (b).

Termination of membership in an association
other than a housing cooperative

34 (1) This section applies only to an association other than a housing cooperative.

(2) An association may provide in its rules for the termination of the membership of a member.

(3) Rules referred to in subsection (2) are subject to this section and sections 36 to 39.

(4) Subject to any rules of an association for termination of membership, and to subsections (5) and (6) of this section and sections 36 to 39, an association may terminate the membership of a member if

(a) the member has engaged in conduct detrimental to the association,

(b) the member has not paid money due by the member to the association within a reasonable time after receiving written notice to do so from the association, or

(c) in the opinion of the directors, based on reasonable grounds, the member

(i) has breached a material condition of an agreement with the association, and

(ii) has not rectified the breach within a reasonable time after receiving written notice to do so from the association.

(5) An association may exercise the powers under this section to terminate the membership of a member only by a resolution of the directors requiring a majority of at least 3/4 of all the directors and passed at a meeting of the directors called to consider the resolution.

(6) Sections 156 and 208 do not apply to termination of a membership in an association on the grounds described in subsection (4) (b) or (c).

Termination of membership in a housing cooperative

35 (1) A housing cooperative may provide in its rules for the termination of the membership of a member.

(2) Rules referred to in subsection (1) and the rules that a housing cooperative may adopt under subsection (3) of this section are subject to this section and sections 36 to 39.

(3) A housing cooperative by its rules may adopt either of the following grounds as constituting grounds for termination of the membership of a member who has a right to possession or occupancy of residential premises that is dependent on the member's membership:

(a) the member has not paid rent, occupancy charges or other money due by the member to the housing cooperative in respect of the residential premises;

(b) the member

(i) has not paid rent, occupancy charges or other money due by the member to the housing cooperative in respect of the residential premises, or

(ii) in the opinion of the directors, based on reasonable grounds, has breached a material condition of an agreement between the member and the housing cooperative relating to the member's

(A) possession or occupancy of the residential premises, or

(B) use of the property of which those premises form part,

and has not rectified the nonpayment or breach within a reasonable time after receiving written notice to do so from the housing cooperative.

(4) Subject to any rules of a housing cooperative for termination of membership, and to subsections (5) and (6), a housing cooperative may terminate the membership of a member if the member has engaged in conduct detrimental to the housing cooperative.

(5) A housing cooperative may exercise the powers under this section to terminate the membership of a member only by a resolution of the directors requiring a majority of at least 3/4 of all the directors and passed at a meeting of the directors called to consider the resolution.

(6) Sections 156 and 208 do not apply to termination under this section of a membership in a housing cooperative.

Notices respecting the termination of members

36 (1) A member of an association whose membership is proposed to be terminated by a resolution of the directors

(a) is entitled to at least 7 days' notice of the meeting at which the resolution is to be considered, together with a statement of the grounds on which the member's membership is proposed to be terminated, and

(b) may appear, either personally or by or with an agent or counsel, to make submissions at the meeting.

(2) Within 7 days after the date on which a proposed resolution to terminate a membership referred to in subsection (1)

(a) is withdrawn,

(b) is defeated because it does not receive the required majority, or

(c) is passed by the required majority,

the directors must deliver written notice of the outcome to the member.

Appeal from termination of membership

37 (1) A person whose membership in an association is terminated under section 34 or 35 may appeal the decision of the directors at the next meeting of the association, by delivering a notice of appeal to the association within 7 days after delivery of written notice under section 36 (2).

(2) A person whose membership in an association is terminated and who, under and within the time limited by subsection (1), appeals the termination of the membership, continues, despite the resolution of the directors terminating the membership, to be a member of the association unless the members at the general meeting to which the appeal is brought confirm the termination of the membership

(a) in the case of a membership in an association other than a housing cooperative,

(i) if the membership is terminated for any of the reasons referred to in section 34 (4) (b) or (c), by a resolution requiring a simple majority or, if provided by the association's rules, a greater majority, or

(ii) if the membership is terminated for the reason referred to in section 34 (4) (a), by a special resolution, or

(b) in the case of a membership in a housing cooperative,

(i) if the membership is terminated for any of the reasons referred to in section 35 (3), by a resolution requiring a simple majority or, if provided by the housing cooperative's rules, a greater majority, or

(ii) if the membership is terminated for the reason referred to in section 35 (4), by a special resolution.

(3) A person whose membership in a housing cooperative, for the reason referred to in section 35 (4), is terminated by a resolution of the directors confirmed by special resolution may appeal the termination of the person's membership to the court before expiry of the 30 day period beginning on the day after the person is served with notice of the passage of the special resolution.

(4) An appeal to the court under subsection (3) must be commenced in accordance with Rule 49 of the Rules of Court by notice of appeal

(a) filed in a registry of the court before expiry of the 30 day period referred to in subsection (3), and

(b) served on the housing cooperative before expiry of the 14 day period beginning on the day after the notice of appeal is filed in the registry of the court.

(5) An appeal to the court under subsection (3) must be a new hearing, and the court may hear all of the evidence the court considers relevant, including but not limited to the evidence of the housing cooperative and the person, and the court

(a) must either

(i) restore the membership in the housing cooperative of the person whose membership was terminated by the special resolution, with the restoration to be effective on and after a date specified by the court, or

(ii) confirm the special resolution by which the members of the housing cooperative confirmed the termination of the person's membership, and

(b) may make any other order that the court considers appropriate.

(6) An appeal from a decision of the court under subsection (5) lies to the Court of Appeal with leave of a justice of the Court of Appeal.

Requirement to redeem shares on membership withdrawal or termination

38 (1) A person who withdraws from membership in an association is entitled, subject to section 66 (2), to require the association to redeem

(a) the person's membership shares, and

(b) any of the person's investment shares in classes restricted for distribution to members only

within a period and on conditions the association may establish under its rules, or immediately and unconditionally, if the association's rules do not establish any period or conditions.

(2) A person whose membership in an association is terminated under this Division is entitled, subject to section 66 (2), to require the association to redeem

(a) the person's membership shares, and

(b) any of the person's investment shares in classes restricted for distribution to members only.

(3) The entitlement described in subsection (2), of a person whose membership in a housing cooperative is terminated or who withdraws from membership in a housing cooperative, is postponed until the person has given up the actual possession and occupancy of any residential premises in which the person had a right to possession or occupancy dependent on the person's membership.

(4) In the case of an association to which section 173 or 196 (2) applies, the refund on account of membership shares must not exceed the amount paid up on the member's membership shares.

Special resolution for readmission

39 A member whose membership is terminated under this Division must not be again admitted to membership except by special resolution of the association.

Division 2 -- Voting by Members

Right to vote

40 (1) Subject to this Division and to Division 3 of this Part, a member has one vote on all matters to be decided by the members.

(2) A member's right to vote derives from membership and not membership shares.

(3) An association may provide in its rules that on an equality of votes, the chair at any meeting of members has a casting or second vote.

(4) A member in arrears with a call on the member's membership shares may not exercise any right to vote on the member's own behalf or on behalf of any other person.

Special voting rights for classes of membership

41 An association with more than one class of membership may provide in its rules that a special resolution that pertains to a matter specified by the association's rules does not pass unless in addition to receiving the majority for passage required under paragraph (b) (i) of the definition of "special resolution", the percentage of votes cast in favour of the resolution by the members of each class is at least the percentage, if any, specified in the association's rules for that class on that matter.

Joint members

42 (1) Joint members of an association are together entitled to only one vote unless the association's rules provide for each of the joint members to have one vote.

(2) An association may provide in its rules for the exercise by joint members of their voting right under subsection (1).

(3) Subject to any rules of an association under subsection (2), if 2 or more persons are joint members of an association who are entitled to one vote between or among them, the joint member whose name appears as the first of 2 or more joint members on the association's register of members is entitled to cast the vote, but if that joint member does not do so, the joint member whose name next appears on the register is entitled to cast the vote, and so on if there are more than 2 joint members.

(4) Joint members of an association are jointly and separately liable for all assessments, levies, dues, fees, payments and other charges imposed or payable in respect of the membership.

(5) If membership shares are held jointly by more than one person,

(a) an association is not required to issue more than one share certificate in respect of those membership shares, and

(b) delivery of a share certificate to one of the joint owners is sufficient delivery to them all.

Proxy voting

43 (1) Except as permitted under this section,

(a) an association may not permit its members to vote by proxy at meetings of the members, and

(b) the members may not vote by proxy at meetings of the members.

(2) Subject to subsection (3), a member of an association may vote by proxy at a meeting of the association or any adjournment of that meeting if the member's residence, as determined from the register of members of the association, is more than 80 km, or more than a distance specified in the association's rules,

(a) from the place of the meeting, if there is only one meeting place, or

(b) from the place of the meeting closest to the member's residence, if there are 2 or more meeting places.

(3) An association in its rules may

(a) specify the distance for the purpose of subsection (2),

(b) further restrict proxy voting permitted under this section,

(c) provide for the form and manner of proxy voting permitted under subsection (2), or

(d) entirely prohibit membership proxy voting.

(4) A proxy is invalid if

(a) it does not specify a particular meeting at which the proxy may be exercised, or

(b) it is given for more than one meeting and any adjournment of that meeting.

(5) A proxy is valid only at the meeting specified in the proxy or any adjournment of that meeting.

(6) Proxies under this section may be given only to a member of the association and the member to whom the proxy is given may not vote the proxy except in person at the meeting specified in the proxy or any adjournment of that meeting.

(7) A member may not vote more than 3 membership proxies.

Voting choices for a member

44 An association may provide in its rules to allow its members to vote in an election of directors and on special resolutions and ordinary resolutions by voting in person at a general meeting or voting by mail ballot, whichever method the member chooses.

Corporate membership -- equitable voting

45 If the members of an association are corporate bodies organized on a cooperative basis, the association may provide in its rules for an equitable system of voting that will give representation in relation to the number of persons who are members of each member body and to the patronage of the association by its members.

Division 3 -- Delegate System of Voting

Rules may provide for a delegate system

46 (1) Despite any other provision of this Act, an association may provide in its rules for a system of delegate voting by members including the following or similar provisions:

(a) division of the territory in which the association has members into districts, and the formation in each district of

(i) a local organization comprising all members of the association resident within the district, or

(ii) 2 or more local organizations comprising the members of the association resident within the area of each of the local organizations;

(b) number of directors to be elected from each district, and the election of those directors either directly by the members of the local organizations or by district delegates;

(c) election of district delegates by each local organization to attend general meetings of the association as delegates from the district, and the number to be so elected by each local organization;

(d) delegation to the district delegates of all or any of the powers that may be exercised by the members of the association at a general meeting;

(e) method of forming new districts, either as additions to or substitutions for the existing districts, and redetermining the number of directors and local organizations;

(f) method of summoning district delegates to attend general meetings of the association, the number of delegates to constitute a quorum and the persons who may call meetings, including a provision for the calling of special general meetings at any time at the request of at least 25% of the district delegates;

(g) obtaining the opinion of the members of the association on any question of general concern to the members, and the mode of obtaining that opinion by a vote of the members.

(2) Each member of an association that has a delegate system of voting may vote

(a) only at the meetings of the local organization of which he or she is a member, and

(b) only on questions submitted to the vote of the members under the provisions of rules made under subsection (1) (g).

(3) Only the district delegates are entitled to attend and vote at general meetings of the association, each delegate having one vote.

Executive committee

47 An association that has a delegate system of voting may provide in its rules for

(a) the formation of an executive committee and the exercise by that committee of all or any of the functions and powers of the directors, and

(b) the remuneration of district delegates and of members of the executive committee.


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