c-67.2 - Cooperatives Act

Updated to 16 June 1999

This document has official status.

chapter C-67.2

Cooperatives Act

TITLE I PROVISIONS APPLICABLE TO COOPERATIVES

CHAPTER I APPLICATION AND INTERPRETATION

1. This title applies to every cooperative constituted, continued or resulting from an amalgamation under this Act or governed by the Cooperative Associations Act (chapter A-24) or the Act respecting cooperative agricultural associations (chapter S-24) before their replacement by this Act.

1982, c. 26, s. 1; 1995, c. 67, s. 173.

2. Cooperatives whose objects come under the legislative authority of Québec may be constituted under this title; however, no cooperative may be constituted under this title to engage in the activities of a trust company or a savings company governed by the Act respecting trust companies and savings companies (chapter S-29.01), for investment purposes, or for purposes provided for in the Savings and Credit Unions Act (chapter C-4.1).

1982, c. 26, s. 2; 1988, c. 64, s. 587; 1993, c. 75, s. 47; 1995, c. 67, s. 1, s. 173.

3. A cooperative is a legal person in which persons having economic and social needs in common unite for the prosecution of an enterprise according to the rules of cooperative action to meet those needs.

1982, c. 26, s. 3; 1995, c. 67, s. 165.

4. The rules of cooperative action are as follows:

(1)  membership of the cooperative is subject to the member’s using the services offered by the cooperative and to the cooperative’s ability to provide him with them;

(2)  no member is entitled to more than one vote, irrespective of the number of shares held, or to vote by proxy;

(3)  the payment of interest on the capital stock must be limited;

(4)  a reserve may be established;

(5)  the surplus earnings or operating surplus must be allocated to the reserve or to rebates to members in proportion to the business carried on between each of them and the cooperative, or to other accessory purposes determined by law;

(6)  co-operation must be encouraged between the members and the cooperative, and among cooperatives;

(7)  the cooperative education of the members, executive officers and employees of the cooperative must be promoted.

1982, c. 26, s. 4; 1995, c. 67, s. 2.

CHAPTER II REPRESENTATION OF THE COOPERATIVE BEFORE ITS CONSTITUTION

1995, c. 67, s. 171.

5. A cooperative is bound by any deed performed in its interest before its constitution, provided it ratifies the deed within 90 days after its constitution.

The ratification transfers to the cooperative the rights and obligations of the party who performed the deed, but does not of itself effect a novation; moreover, the person who performed the deed has the same rights and is bound by the same obligations as a mandatary of the cooperative.

1982, c. 26, s. 5; 1995, c. 67, s. 171.

6. The person who performs a deed in the interest of a cooperative before its constitution is bound by that deed unless the contract entered into for the cooperative includes a clause excluding or limiting his liability and a statement to the effect that the cooperative might not be constituted or might not assume its obligations.

1982, c. 26, s. 6; 1995, c. 67, s. 171, s. 173.

CHAPTER III CONSTITUTION OF THE COOPERATIVE

1995, c. 67, s. 171.

7. At least 12 founders are required to apply for the constitution of a cooperative; they must have a common interest as future users of the cooperative.

The Minister, if he deems it expedient, may reduce the number to not less than five.

1982, c. 26, s. 7; 1995, c. 67, s. 171.

8. A minor may be a founder of a cooperative. However, if he is 14 years of age or over, the minor is, in that respect, deemed to be a person of full age.

1982, c. 26, s. 8; 1995, c. 67, s. 3.

9. The articles of the cooperative must set out

(1)  its name;

(2)  the judicial district in which its domicile in Québec is located;

(3)  the object of its constitution;

(4)  (paragraph repealed);

(5)  the name and domicile of each founder and, where applicable, the name of the founding partnership with the name and domicile of its members, or the name and domicile of the founding legal person together with the Act under which it is constituted.

1982, c. 26, s. 9; 1993, c. 48, s. 357; 1995, c. 67, s. 4, s. 171.

10. The articles may set out any other provision permitted by law to be set out in the by-laws, in addition to the provisions permitted by this Act to be set out.

1982, c. 26, s. 10.

11. The articles of the cooperative must be transmitted to the Minister in triplicate signed by each founder.

1982, c. 26, s. 11; 1993, c. 48, s. 358.

12. The following documents must accompany the articles:

(1)  an application for the constitution of the cooperative signed by two founders;

(2)  a notice of the name and domicile of the person designated as provisional secretary of the cooperative;

(3)  a notice of the manner and time in which the organization meeting will be called;

(4)  a notice of the domicile of the cooperative;

(5)  such other documents as may be required by government regulation.

1982, c. 26, s. 12; 1995, c. 67, s. 5, s. 171.

13. On receiving the articles, the documents accompanying them and the fees prescribed by government regulation, the Minister shall send a notice to the Conseil de la coopération du Québec advising it of the application for constitution, together with a copy of the articles and of the application. Not later than 15 days after the sending of the notice or as soon as the Conseil has responded, the Minister may, if he deems it advisable, constitute the cooperative.

For that purpose, the Minister

(1)  shall endorse on each copy of the articles the words “cooperative constituted” and the date of constitution, followed by his signature or that of his designee;

(2)  registers one duplicate of the articles;

(3)  sends one duplicate of the articles to the cooperative or its representative;

(4)  sends one copy of the articles accompanied with the notices referred to in paragraphs 2 and 4 of section 12 to the Inspector General of Financial Institutions, who deposits them in the register instituted under the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45).

However, the notices prescribed in paragraphs 2 and 4 of section 12 need not accompany the articles if they are sent to the Inspector General with the initial declaration under the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons.

1982, c. 26, s. 13; 1993, c. 48, s. 359; 1995, c. 67, s. 6, s. 171, s. 172, s. 173.

14. From the date indicated in the articles of constitution, the cooperative is a legal person.

1982, c. 26, s. 14; 1995, c. 67, s. 7, s. 171.

CHAPTER IV NAME OF COOPERATIVE

1995, c. 67, s. 8.

15. The name of the cooperative must not

(1)  contravene the Charter of the French language (chapter C-11);

(2)  include an expression which the law or the regulations reserve for another person or prohibit the cooperative from using;

(3)  include an expression that evokes an immoral, obscene or offensive notion;

(4)  incorrectly indicate the cooperative’s juridical form or fail to indicate such form where so required by law;

(5)  falsely suggest that the cooperative is a non-profit group;

(6)  falsely suggest that the cooperative is, or is related to, a public authority mentioned in the regulation;

(7)  falsely suggest that the cooperative is related to another person, partnership or group, in particular in the cases and taking into account the criteria determined by regulation;

(8)  lead to confusion with a name used by another person, partnership or group in Québec, taking into account, in particular, the criteria determined by regulation;

(9)  be liable, in whatever manner, to mislead third persons.

1982, c. 26, s. 15; 1993, c. 48, s. 360; 1995, c. 67, s. 166.

16. The name of a cooperative must, to indicate the cooperative nature of the enterprise, include the term “cooperative”, “cooperation”, “cooprix” or “coop”.

No person or partnership may include any of those terms in its name or use them with reference to itself.

1982, c. 26, s. 16; 1995, c. 67, s. 9.

17. The Minister may order a cooperative to change its name if it is not in conformity with the laws and regulations in force when it was granted.

1982, c. 26, s. 17; 1995, c. 67, s. 166.

17.1. Before rendering a decision, he must give all interested parties an opportunity to submit their observations.

1993, c. 48, s. 361.

18. If the cooperative fails to comply with an order of the Minister within 60 days of its service, the Minister may assign another name to it exofficio.

1982, c. 26, s. 18; 1995, c. 67, s. 166.

19. Where the Minister assigns a name to a cooperative ex officio, he shall issue a certificate in triplicate establishing the change.

The Minister shall register one copy of the certificate, send one copy to the cooperative and transmit the third copy to the Inspector General, who shall deposit it in the register. The change has effect on the date appearing on the certificate.

1982, c. 26, s. 19; 1993, c. 48, s. 362; 1995, c. 67, s. 166.

20. A cooperative may identify itself under a name other than the name appearing in its articles.

However, the name appearing in its articles must be legibly indicated in all its negotiable instruments, contracts, invoices and orders for goods or services.

1982, c. 26, s. 20; 1995, c. 67, s. 10.

20.1. (Repealed).

1984, c. 28, s. 1; 1993, c. 48, s. 363.

20.2. (Repealed).

1984, c. 28, s. 1; 1993, c. 48, s. 363.

CHAPTER V GENERAL ORGANIZATION MEETING

21. Within 60 days after the constitution of the cooperative, the founders must hold a general organization meeting.

The Minister may extend the time even if it has expired.

1982, c. 26, s. 21; 1995, c. 67, s. 171.

22. The meeting is called by the provisional secretary.

If the provisional secretary is absent or unable to act, the meeting may be called by two founders.

1982, c. 26, s. 22.

23. Any person or partnership that, before the sending of the notice calling the meeting, transmitted to the provisional secretary a memorandum of membership indicating that he or it has an interest as a user of the cooperative’s services, shall be called to the meeting.

That person or partnership shall also be a founder of the cooperative if, before the beginning of the meeting, the founders who signed the articles of the cooperative have not rejected his or its memorandum of membership.

1982, c. 26, s. 23; 1995, c. 67, s. 11.

24. At the meeting, the founders must

(1)  adopt the by-laws of the cooperative;

(2)  elect the members of the board of directors;

(3)  (subparagraph repealed);

(4)  appoint an auditor.

In addition, they may adopt any measure relating to the affairs of the cooperative and, as the case may be, apply for the affiliation of the cooperative to a federation.

1982, c. 26, s. 24; 1995, c. 67, s. 12.

25. Within 10 days from the meeting, the cooperative shall send to the Minister

(1)  a list of the directors of the cooperative containing their names and domiciles and stating the positions they hold;

(1.1)  a list of the executive officers of the cooperative who are not members of the board of directors, containing their names and domiciles and stating the positions they hold;

(2)  a notice of the name of the auditor and the date of the end of the fiscal year of the cooperative;

(3)  where such is the case, the name of the federation to which the cooperative has applied to be affiliated.

1982, c. 26, s. 25; 1995, c. 67, s. 13.

CHAPTER VI POWERS OF A COOPERATIVE

26. A cooperative has the full enjoyment of civil rights for the attainment of its objects.

It has capacity to carry on its activities and exercise its powers outside Québec.

1982, c. 26, s. 26.

27. In addition to the powers conferred on it by this title, a cooperative may also

(1)  give to its members or auxiliary members, as the case may be, in payment of a portion of the price of produce delivered or services rendered to it, shares, bonds or other securities, up to 10% of the price of such produce or services;

(2)  sell its debts or book accounts, present or future, or payments due or accruing on its shares, in accordance with the provisions of the Civil Code relating to the assignment of claims;

(3)  (paragraph repealed);

(4)  (paragraph repealed);

(5)  hypothecate or otherwise give as security property delivered to it by its members if there is a contract between the cooperative and the members to that effect;

(6)  retain, for the recovery of any claim it has against a person or partnership and up to the amount of the claim, any amounts it may owe him or it, or confiscate the person’s or partnership’s shares and effect compensation.

1982, c. 26, s. 27; 1984, c. 28, s. 2; 1992, c. 57, s. 523; 1995, c. 67, s. 14.

28. A cooperative may, in the pursuit of its object, grant financial assistance to

(1)  a person or partnership, if the assistance enables the cooperative to do business with or increase its volume of business with the person or partnership, or is intended to enable the person to acquire the equipment necessary to perform the work provided to him by the cooperative;

(2)  a member or an employee to enable him to invest in the cooperative;

(3)  a legal person or partnership in which it holds shares or other securities.

Nothing in this section shall restrict the powers of the cooperative as regards the conditions of employment of its employees.

1982, c. 26, s. 28; 1995, c. 67, s. 15.

29. Third persons are not presumed to have knowledge of the contents of a document concerning a cooperative by reason only that the document has been registered, filed or deposited or is available for inspection.

1982, c. 26, s. 29; 1995, c. 67, s. 16.

30. Third persons may presume that

(1)  the cooperative pursues its objects and exercises its powers in accordance with its articles and by-laws or, as the case may be, the agreement of its members contemplated in section 61;

(2)  the documents sent to the Minister and filed under this Act contain true information;

(3)  the directors and executive officers of the cooperative validly hold office and lawfully exercise the powers arising therefrom;

(4)  the documents of the cooperative issued by one of its directors, executive officers or other mandataries are valid.

1982, c. 26, s. 30.

31. Sections 29 and 30 do not apply to third persons in bad faith or to persons who ought to have had knowledge of the situation by virtue of their position with or relationship to the cooperative.

1982, c. 26, s. 31.

32. In no case may third persons invoke against the cooperative that its actions are not in accordance with the pursuit of its objects or the exercise of its powers.

1982, c. 26, s. 32.

CHAPTER VII HEAD OFFICE OF A COOPERATIVE

1995, c. 67, s. 17.

33. A cooperative shall at all times have a head office in Québec, in the judicial district specified in its articles.

1982, c. 26, s. 33; 1995, c. 67, s. 18.

33.1. From 21 December 1983, the indication, in the articles of a cooperative, of Laval or Longueuil as the judicial district in which it establishes its head office in Québec is valid.

1987, c. 4, s. 3.

34. A cooperative may change the address of its head office within the boundaries of the judicial district indicated in its articles by giving notice of the change to the Minister.

The change of address has effect from the receipt of the notice.

1982, c. 26, s. 34.

35. A cooperative may transfer its head office to another judicial district by way of amendment to its articles.

A notice of the change of address of its head office must accompany any amendment to the articles transferring it; in such a case, the change of address has effect on the date of amendment to the articles.

1982, c. 26, s. 35.

36. The Minister shall register every notice of change of address of the head office of a cooperative.

1982, c. 26, s. 36; 1995, c. 67, s. 19.

CHAPTER VIII CAPITAL STOCK OF A COOPERATIVE

DIVISION I GENERAL PROVISIONS

37. The capital stock of a cooperative consists of common shares and preferred shares.

The capital stock is variable.

1982, c. 26, s. 37.

38. No cooperative may repay or redeem a share or pay interest on a share if

(1)  it is insolvent or would become insolvent as a result of the repayment, redemption or payment;

(2)  the board of directors considers that the repayment, redemption or payment could adversely affect the financial stability of the cooperative;

(3)  the repayment, redemption or payment would cause the cooperative to be unable to fulfil the undertakings made with any third party that grants it financial assistance.

1982, c. 26, s. 38; 1995, c. 67, s. 20.

38.1. In the case of the death, resignation or expulsion of a member, the cooperative shall, subject to the conditions set out in section 38, repay the sums paid in respect of the member’s common shares.

Preferred shares are repaid on the conditions determined pursuant to section 46.

1995, c. 67, s. 20.

38.2. The sole fact of holding shares in the cooperative confers none of the rights reserved for members other than the right to apply for repayment in accordance with law and the by-laws of the cooperative.

1995, c. 67, s. 20.

DIVISION I.1 QUALIFYING SHARES

1995, c. 67, s. 20.

38.3. Every member must hold the minimum number of common shares or common and preferred shares prescribed by by-law. Such shares are called qualifying shares.

The number of qualifying shares may vary depending on the nature of the services the member intends to use. The terms and conditions of payment of the qualifying shares are determined by by-law.

1995, c. 67, s. 20.

DIVISION II COMMON SHARES

39. The common shares are registered. They may be transferred only with the approval of the board of directors. However, additional transfer conditions may be prescribed by by-law.

1982, c. 26, s. 39; 1995, c. 67, s. 21.

40. (Repealed).

1982, c. 26, s. 40; 1995, c. 67, s. 22.

41. The price of a common share is $10.

1982, c. 26, s. 41; 1995, c. 67, s. 23.

42. No interest is payable on common shares.

1982, c. 26, s. 42.

43. The board of directors may confiscate the qualifying shares of a member if an instalment two years or more overdue has not been paid within two months from the sending of a demand for payment of the instalment. The demand for payment must be made by certified or registered letter.

Confiscation of the shares entails the expulsion of the member.

1982, c. 26, s. 43; 1995, c. 67, s. 24.

44. At the request of a member and subject to the conditions set out in section 38, the cooperative may repay, on the conditions prescribed by by-law, the sums paid by the member in respect of common shares other than qualifying shares.

1982, c. 26, s. 44; 1989, c. 54, s. 165; 1995, c. 67, s. 25.

45. A cooperative may by by-law determine the order in which common shares are to be repaid.

1982, c. 26, s. 45.

DIVISION III PREFERRED SHARES

46. The board of directors, if authorized by by-law, may issue preferred shares.

The board shall determine the amount of and the preferences, rights and restrictions attached to the shares and the conditions of their redemption, repayment or transfer.

Such shares may be issued in series of the same class. The interest rate may be different for each series.

1982, c. 26, s. 46; 1995, c. 67, s. 26.

47. If a cooperative decides to issue certificates of preferred shares, the certificates must state the amount of and the preferences, rights and restrictions attaching to the shares and the conditions of redemption, repayment or transfer.

1982, c. 26, s. 47; 1995, c. 67, s. 27.

48. No preferred share may entitle its holder to redemption or repayment of the share before the expiry of three years from its issue.

1982, c. 26, s. 48; 1995, c. 67, s. 28.

49. No preferred share may entitle its holder to receive notice of a general meeting, to attend such a meeting, to vote thereat or to be eligible for any office in the cooperative.

1982, c. 26, s. 49.

DIVISION III.1 PARTICIPATING PREFERRED SHARES

1995, c. 67, s. 29.

49.1. The board of directors may, if so authorized by a by-law, issue participating preferred shares to any person who is not a member or auxiliary member of the cooperative.

The by-law may provide for more than one class of participating preferred shares and must determine the amount of, the preferences, rights and restrictions attaching to, and the conditions governing the redemption, repayment or transfer of, each class of participating preferred shares.

Each class may be divided into series. The interest rate may be different for each series.

1995, c. 67, s. 29.

49.2. The cooperative must issue certificates of participating preferred shares. The certificates must state the amount of, the preferences, rights and restrictions attaching to, and the conditions of redemption, repayment or transfer of the shares.

1995, c. 67, s. 29.

49.3. Participating preferred shares may confer on their holders the right to be convened to and attend a general meeting but not the right to speak.

1995, c. 67, s. 29.

49.4. Participating preferred shares may entitle their holders to receive annual interest of up to 25 % of the amount paid for the shares. The interest may include a participation in the operating surplus or surplus earnings of the cooperative up to a maximum of 25 % of the operating surplus or surplus earnings. Such participation shall be determined by the annual meeting.

The operating surplus or surplus earnings referred to in the first paragraph are the operating surplus or surplus earnings appearing in the income statement of the cooperative once the interest allocated to preferred shares and participating preferred shares, other than interest allocated as participation in the operating surplus or surplus earnings, has been deducted.

1995, c. 67, s. 29.

DIVISION IV INITIATION FEE

50. No initiation fee may be charged to a person admitted as a member or auxiliary member of a cooperative.

1982, c. 26, s. 50; 1995, c. 67, s. 30.

CHAPTER IX MEMBERS

DIVISION I GENERAL PROVISIONS

51. To be a member of a cooperative, a person or a partnership must

(1)  have an interest as a user of the cooperative’s services;

(2)  apply for membership, except in the case of a founder;

(3)  subscribe and pay for the required qualifying shares in accordance with the by-laws;

(4)  undertake to comply with the by-laws of the cooperative;

(5)  be admitted by the board of directors, except in the case of a founder.

1982, c. 26, s. 51; 1995, c. 67, s. 31.

51.1. A minor may be a member of a cooperative whose object concerns him. However, if he is 14 years of age or over, the minor is, in that respect, deemed to be a person of full age.

1995, c. 67, s. 32.

51.2. A cooperative may determine by by-law the territory in which or the group from which it may recruit its members.

1995, c. 67, s. 32.

51.3. The founders have the same rights and obligations as any other member.

1995, c. 67, s. 32.

52. A cooperative may by by-law provide for one or more classes of auxiliary members and determine the conditions of their admission and their rights and obligations. However, a person or a partnership may not be admitted as an auxiliary member unless that person or partnership has an interest as a user of the cooperative’s services.

Auxiliary members have no vote and are ineligible for office.

1982, c. 26, s. 52; 1995, c. 67, s. 33.

53. If the by-laws so require and on the conditions determined therein, the members must undertake to deliver, sell, purchase or receive property or services through the cooperative.

1982, c. 26, s. 53; 1995, c. 67, s. 34.

54. A cooperative may, by by-law, require a contribution from its members to pay all or part of its operating expenses.

Unless otherwise provided for in the by-laws, the amount of the contribution is determined by the board of directors.

1982, c. 26, s. 54; 1995, c. 67, s. 35.

DIVISION II RESIGNATION, SUSPENSION AND EXPULSION

55. A member may resign by giving the board of directors a 30-day written notice.

However, the board of directors may accept a resignation before the expiry of the time.

1982, c. 26, s. 55; 1995, c. 67, s. 36.

56. Except with the consent of the board of directors, no member may resign during the term of a contract by which he has undertaken to deliver, sell, purchase or receive property or services through the cooperative.

If the contract provides for a notice of non-renewal, such a notice is equivalent to a notice of resignation effective at the expiry of the contract.

1982, c. 26, s. 56.

57. The board of directors may suspend or expel a member

(1)  if he is not a user of the cooperative’s services;

(2)  if he does not comply with the by-laws of the cooperative;

(3)  if he has not paid for his qualifying shares in accordance with the terms and conditions prescribed in the by-laws;

(4)  if he is dispossessed of his qualifying shares;

(5)  if he does not carry out his engagements with the cooperative;

(6)  if, for one fiscal year, he has neglected to do the amount of business with the cooperative determined by by-law;

(7)  if he carries on any activity in competition with the cooperative.

However, the board of directors may not suspend or expel a member who is a director before he has been dismissed from his position as director.

1982, c. 26, s. 57; 1995, c. 67, s. 37.

58. Before deciding to suspend or expel a member, the board of directors shall give him written notice of the grounds invoked for the supension or expulsion and of the place, date and time of the meeting at which the board of directors will render its decision. The notice must be given within the time prescribed for the calling of the meeting.

At the meeting, the member may oppose his suspension or expulsion by making representations or by transmitting a written statement to be read by the chairman.

The cooperative shall give the member written notice of its decision within 15 days of the decision.

1982, c. 26, s. 58; 1995, c. 67, s. 38.

59. In no case may a member be suspended for a period exceeding six months.

1982, c. 26, s. 59.

60. Notwithstanding the non-repayment of his shares, a member who has resigned or been expelled loses all his rights as a member.

A member who has been suspended loses, for the duration of the suspension, all his rights as a member unless the board of directors decides otherwise.

1982, c. 26, s. 60; 1995, c. 67, s. 39.

60.1. The board of directors may, if authorized by by-law, suspend a member’s right to vote at a meeting if, in the two fiscal years preceding the meeting,

(1)  the member has not done business with the cooperative;

(2)  the member has not done business with the cooperative for the amount determined by by-law;

(3)  in the case of a work cooperative, the member has not performed the number of days of work determined by by-law.

A written notice informing the member that his right to vote at the meeting has been suspended must be sent to him at least 30 days before the date of the meeting.

1995, c. 67, s. 40.

60.2. A member whose right to vote has been suspended by the board of directors may, within 15 days of receiving the notice, contest the decision in writing.

After examining the grounds raised in support of the member’s objection, the board of directors shall render its decision and, if it cancels the suspension, inform the member in writing thereof before the meeting.

1995, c. 67, s. 40.

DIVISION III MEMBERS’ AGREEMENT

61. If a cooperative has fewer than 25 members, they may agree not to elect directors for one year.

The agreement must be made annually in writing and be approved by at least 90 % of the members.

Copy of the agreement must be forwarded to the Minister.

1982, c. 26, s. 61; 1995, c. 67, s. 41.

62. The members shall then administer the business of the cooperative as if they were the directors; they have the rights of the directors and assume their obligations.

They must, however, designate a president, a vice-president and a secretary from among their number. They are not bound to hire a general manager or a manager.

1982, c. 26, s. 62; 1995, c. 67, s. 42.

62.1. Sections 92 to 98, adapted as required, apply to the meetings of the members.

1995, c. 67, s. 43.

CHAPTER X MEETING OF THE MEMBERS

DIVISION I GENERAL MEETING

§ 1 . — General provisions

63. The members of a cooperative constitute its general meeting, whether convened at an annual meeting or a special meeting.

1982, c. 26, s. 63.

64. Unless otherwise provided by by-law, the members and representatives attending a general meeting constitute a quorum.

A by-law fixing a quorum ceases to apply after the calling of two successive meetings without a quorum.

1982, c. 26, s. 64.

65. Notice of a meeting must be given in the manner prescribed by by-law.

Unless otherwise provided by by-law, notice of a meeting must be given in writing to the members at least five days before the date fixed for the meeting.

1982, c. 26, s. 65; 1995, c. 67, s. 44.

66. A member may waive a notice of a meeting of the members.

His sole attendance at a meeting is a waiver except where he attends a meeting for the express purpose of objecting to the holding of the meeting on the ground that the manner of calling it was irregular.

1982, c. 26, s. 66.

67. A resolution in writing, signed by all the members, is as valid as if it had been passed at a general meeting.

The resolution is kept with the minutes of the general meetings.

1982, c. 26, s. 67.

68. No member is entitled to more than one vote, irrespective of the number of shares held.

1982, c. 26, s. 68.

69. Unless otherwise provided for in the by-laws, a member may authorize in writing his spouse or his child of full age to take part in the deliberations of the meeting and to vote in his place, except if that person is already a member.

For the purposes of this section, spouses are persons who are married to each other and cohabit or persons, of opposite sex or of the same sex, who have been living together in a de facto union for at least one year.

1982, c. 26, s. 69; 1995, c. 67, s. 46; 1999, c. 14, s. 11.

70. A legal person or partnership that is a member of a cooperative may be represented at a general meeting.

However, no representative of such a legal person or partnership may represent another member of the cooperative.

1982, c. 26, s. 70; 1995, c. 67, s. 47.

71. (Repealed).

1982, c. 26, s. 71; 1995, c. 67, s. 48.

72. Decisions are taken by the majority of the votes of the members or representatives present.

In case of a tie, the president of the cooperative has a casting vote.

In the election of a director, the election officer, if he is a member of the cooperative, also has a casting vote, unless otherwise provided for in the by-laws.

1982, c. 26, s. 72; 1995, c. 67, s. 49.

§ 2 . — Special provisions

73. A cooperative having more than 100 members or members in more than one judicial district may by by-law allow its members to be represented by one or more of them.

The by-law must prescribe the division of the members into groups, the number of representatives to be elected and the mode of appointment of the representatives and their substitutes.

1982, c. 26, s. 73; 1995, c. 67, s. 50.

74. No representative is entitled to more than one vote unless he is entitled by by-law to as many votes as the number of members he represents.

When absent, a representative may be replaced by his substitute.

1982, c. 26, s. 74.

75. Unless otherwise prescribed by by-law, members may attend general meetings even where they are represented.

1982, c. 26, s. 75.

DIVISION II ANNUAL MEETING

76. The annual meeting of the members must be held within four months from the end of the fiscal year. The members are convened to

(1)  take communication of the auditor’s report and of the annual report;

(1.1)  determine, where applicable, the interest payable on participating preferred shares as participation in the operating surplus or surplus earnings pursuant to the first paragraph of section 49.4;

(2)  decide upon the apportionment of the surplus earnings or operating surplus;

(3)  elect directors;

(4)  appoint the auditor;

(5)  fix the attendance allowance, if any, of the members of the board of directors or of the executive committee;

(6)  determine the remuneration, if any, of the secretary or the treasurer where he is also a member of the board of directors;

(7)  take any decision reserved to the meeting by this title.

1982, c. 26, s. 76; 1995, c. 67, s. 51.

DIVISION III SPECIAL MEETING

77. The board of directors, the president of the cooperative or the board of directors of the federation of which the cooperative is a member may order that a special meeting be held whenever he or it deems it expedient.

A representative of the federation which ordered that a special meeting be held may attend and speak at the meeting.

The board of directors must also order that a meeting be held upon the requisition of 500 members if the cooperative has 2,000 members or more, or of a quarter of the members if it has fewer than 2,000 members.

The secretary of the cooperative must in each case call a special meeting.

1982, c. 26, s. 77; 1995, c. 67, s. 53.

78. If the meeting is not held within twenty-one days from the date of the request of the federation or the members, the federation or two signatories of the requisition made by the members, as the case may be, may call the meeting.

1982, c. 26, s. 78.

79. Nothing may be considered or decided at a special meeting except the matters mentioned in the notice calling it.

1982, c. 26, s. 79.

CHAPTER XI DIRECTORS

DIVISION I GENERAL PROVISIONS

80. The board of directors of a cooperative consists of not fewer than five nor more than fifteen directors.

The number of directors is determined by by-law.

1982, c. 26, s. 80.

81. Every member of the cooperative or representative of a legal person or partnership that is a member may be a director.

In addition, the representative of a credit union or of a federation or a confederation governed by the Savings and Credit Unions Act (chapter C-4.1) and the representative of the federation to which the cooperative is affiliated may be a director, provided the credit union, the federation or the confederation governed by the Savings and Credit Unions Act or the federation is a group within the meaning of section 83.

However, no employee of the cooperative may be elected as a director, except in a work cooperative or in a solidarity cooperative.

1982, c. 26, s. 81; 1988, c. 64, s. 587; 1995, c. 67, s. 54; 1997, c. 17, s. 1.

81.1. The by-laws may provide that persons other than those referred to in section 81 may be eligible as directors.

The number of positions held by such persons must not exceed 25 % of the total number of directors’ positions.

Such persons shall be recommended as candidates to the meeting by the board of directors.

1995, c. 67, s. 55.

81.2. Minors may be directors of a cooperative whose object concerns them.

1995, c. 67, s. 55.

82. The cooperative may by by-law provide that a member is ineligible as a director

(1)  if he has not paid the instalments due on his shares or any other amount due;

(2)  if, during the preceding fiscal year, he has not done the amount of business with the cooperative fixed by by-law;

(3)  if, in the case of a work cooperative, he has not in the preceding fiscal year done business with the cooperative for the amount determined by by-law, or performed the number of days of work determined by by-law.

1982, c. 26, s. 82; 1995, c. 67, s. 56.

83. For the formation of its board of directors, a cooperative may by by-law divide its members into groups, or its territory into districts, or so divide both, and grant to each of the groups or districts, or of both, the right to elect a certain number of directors.

The by-laws must also prescribe the manner of establishing such groups and districts and the modalities of nomination and election of directors.

A credit union, a federation or a confederation governed by the Savings and Credit Unions Act (chapter C-4.1) or the federation to which the cooperative is affiliated may be a group even though it is not a member of the cooperative.

1982, c. 26, s. 83; 1988, c. 64, s. 587.

84. The term of office of a director is one year unless otherwise prescribed by by-law, in which case it must not exceed three years.

The term of office of the directors may be two years or three years; in such a case, they are replaced each year according to the mode of rotation determined by by-law.

At the expiry of his term, a director remains in office until re-elected or replaced.

1982, c. 26, s. 84; 1995, c. 67, s. 57.

85. In case of vacancy, the directors may appoint a person entitled to become a director for the unexpired portion of the term of office. Should the directors fail to do so before the next annual meeting, the meeting may fill the vacancy.

However, if the directors remaining in office do not make a quorum, a director or two members of the cooperative, or the board of directors of the federation of which it is a member, may order the secretary to call a special meeting to fill the vacancies.

If the secretary fails to act, those who may order that the meeting be held may call it.

1982, c. 26, s. 85; 1995, c. 67, s. 58.

86. A director may resign from office by giving written notice to that effect to the board of directors.

The resignation of a member who is a director entails his disqualification as a director.

1982, c. 26, s. 86; 1995, c. 67, s. 59.

87. A decrease in the number of directors does not end the term of the directors then in office.

1982, c. 26, s. 87.

88. Within 15 days from any change of members of the board of directors, the cooperative shall give notice of the change to the Minister, together with a list of the directors containing their names and domiciles and stating, if they are executive officers, the positions they hold.

The Minister shall register the notice.

On the motion of any interested person, the court may require the cooperative to comply with this section and may take any other measure it deems expedient.

1982, c. 26, s. 88; 1995, c. 67, s. 60.

DIVISION II POWERS AND DUTIES

89. The board of directors has all the powers necessary to manage the affairs of the cooperative.

The general meeting may, by by-law, determine the powers that cannot be exercised by the board of directors except with the authorization of the general meeting.

However, the board of directors may not borrow or hypothecate or otherwise give as security any property of the cooperative or property delivered to the cooperative by members unless it is authorized to do so in a by-law adopted by 2/3 of the votes cast by the members or their representatives present at a general meeting.

1982, c. 26, s. 89; 1992, c. 57, s. 524; 1995, c. 67, s. 61.

90. The board of directors shall, in particular,

(1)  appoint a general manager or a manager, unless otherwise provided for in the by-laws;

(2)  insure the cooperative against the risks it determines, subject to the requirements and restrictions set out in the by-laws;

(3)  designate the persons authorized to sign contracts or other documents on behalf of the cooperative;

(4)  at the annual meeting, give an account of its management and submit the annual report;

(4.1)  make a recommendation to the annual meeting concerning the allocation of any operating surplus or surplus earnings;

(4.2)  make a recommendation to the general meeting in connection with the election of the persons referred to in section 81.1;

(5)  facilitate the work of the auditor;

(6)  encourage the cooperative education of the members, executive officers and employees of the cooperative;

(7)  promote cooperation between the members and the cooperative and among cooperatives;

(8)  furnish the Minister, at his request, with a copy of the by-laws and with any information or documents he may require regarding the carrying out of this title.

1982, c. 26, s. 90; 1995, c. 67, s. 62.

91. The directors, executive officers and other representatives of the cooperative are considered to be mandataries of the cooperative.

1982, c. 26, s. 91.

DIVISION III MEETINGS

92. The board of directors shall meet at the call of the president or two directors. Unless otherwise provided in the by-laws, the meeting is convened on five day’s notice.

The board of directors of the federation of which the cooperative is a member may call a meeting of the board of directors. A representative of the federation may attend the meeting and be heard.

1982, c. 26, s. 92.

93. A majority of the members constitutes a quorum of the board of directors.

The decisions of the board of directors are taken by the majority of the votes of the directors present. In case of a tie, the chairman of the meeting has a casting vote.

1982, c. 26, s. 93.

94. A director may in writing waive a notice of a meeting of the board of directors.

His sole attendance at a meeting is a waiver except where he attends a meeting for the express purpose of objecting to the holding of the meeting on the ground that the manner of calling it was irregular.

1982, c. 26, s. 94.

95. Subject to the by-laws, the directors may, if a majority of them agree, participate in a meeting of the board by using means enabling all participants to communicate with each other orally, particularly by telephone. Those that agreed are then deemed to have attended the meeting.

1982, c. 26, s. 95; 1995, c. 67, s. 63.

96. A resolution in writing signed by all the directors is as valid as if it had been passed at a meeting of the board.

A duplicate of the resolution is kept with the minutes of the proceedings of the board.

1982, c. 26, s. 96.

97. A director present at a meeting of the board is deemed to have acquiesced in every resolution passed or to have participated in every measure taken while he is present at the meeting, except

(1)  if at the meeting he requests that his dissent be recorded in the minutes;

(2)  if, before the adjournment or closing of the meeting, he informs the secretary of the meeting in writing of his dissent.

1982, c. 26, s. 97.

98. A director absent from a meeting of the board is deemed not to have approved any resolution or participated in any measure taken in his absence.

1982, c. 26, s. 98.

DIVISION IV DISMISSAL OF A DIRECTOR

99. A director may be dismissed by the members entitled to elect him, at a special meeting to which only such members are called.

1982, c. 26, s. 99; 1995, c. 67, s. 64.

100. A vacancy resulting from the dismissal of a director may be filled at the meeting where the dismissal takes place or, if not, in accordance with section 85.

The notice calling the meeting must mention the holding of such an election if the resolution of dismissal is passed.

1982, c. 26, s. 100.

101. No director may be dismissed at a special meeting unless he has been informed in writing, within the time prescribed for calling the meeting, of the grounds for dismissal and of the place, date and time of the meeting.

At the meeting, the director may oppose his dismissal by making representations or by transmitting a written statement to be read by the chairman.

1982, c. 26, s. 101; 1995, c. 67, s. 65.

DIVISION V SPECIAL PROVISIONS

102. The directors are not entitled to any remuneration.

However, they are entitled to the reimbursement of justifiable expenses incurred in carrying out their duties and may receive an attendance allowance fixed by the annual meeting.

In addition, where a director, pursuant to a mandate given by the board of directors, represents the cooperative outside the meetings of the board of directors, the board may decide to remunerate him and shall fix the amount.

1982, c. 26, s. 102; 1995, c. 67, s. 66.

103. A cooperative shall assume the defence of its director or other mandatary prosecuted by a third party for any act done or omission made in the exercise of his functions, or in the execution of a mandate on behalf of the cooperative. The cooperative shall pay any damages resulting from the act or omission, unless the director or mandatary is guilty of a gross or intentional fault.

However, in a penal or criminal proceeding, the cooperative shall assume only the payment of the expenses of its director or other mandatary, if he had reasonable grounds to believe that his conduct was in conformity with the law, or the payment of the expenses of the director or other mandatary, if he has been freed or acquitted.

1982, c. 26, s. 103; 1995, c. 67, s. 67.

104. A cooperative shall, where the court so decides, assume the expenses of its director or other mandatary if, having prosecuted him for an act done or omission made in the exercise of his functions or the execution of a mandate on behalf of the cooperative, it loses its case.

If the cooperative wins its case only in part, the court may determine the amount of the expenses the cooperative shall assume.

1982, c. 26, s. 104; 1995, c. 67, s. 68.

105. A cooperative shall assume the obligations contemplated in sections 103 and 104 in respect of any person who acted at its request as a director of a legal person of which it is a shareholder or creditor.

1982, c. 26, s. 105; 1995, c. 67, s. 165.

106. Any director having a direct or indirect interest in an enterprise, a contract or an economic activity placing his personal interest in conflict with the interest of the cooperative, other than an interest arising from his capacity as a member, must under pain of forfeiture of office disclose his interest, abstain from voting on any matter concerning the enterprise, contract or economic activity in which he has an interest and refrain from influencing the decision pertaining to that matter. The disclosure shall be made in writing and shall be entered in the minutes of the deliberations of the board of directors.

He must, in addition, leave the meeting for the duration of the deliberation regarding the enterprise, contract or economic activity in which he has an interest.

1982, c. 26, s. 106; 1995, c. 67, s. 69.

106.1. Any other mandatary of the cooperative who is in the situation described in section 106 must disclose his interest in writing to the board of directors, under pain of dismissal or cancellation of contract or of other measures determined by the board. Such mandatary must also refrain from influencing the decision of the board of directors and must, where applicable, leave the meeting.

1995, c. 67, s. 69.

CHAPTER XII EXECUTIVE COMMITTEE AND OTHER COMMITTEES

1995, c. 67, s. 70.

107. If the board of directors is composed of more than eight members it may, if so authorized by the by-laws, establish an executive committee composed of not fewer than three directors.

In no case may the number of members of the executive committee exceed one-half of the number of directors.

1982, c. 26, s. 107.

108. The executive committee has the powers delegated to it by the board of directors.

1982, c. 26, s. 108.

108.1. The board of directors of a cooperative with revenues of at least $10,000,000 for the preceding fiscal year may, if authorized by the by-laws, establish other committees composed of directors, determine their mandate and delegate certain powers to them.

Such committees shall report to the board of directors.

1995, c. 67, s. 71.

109. Sections 92 to 98 and section 102 apply, with the necessary modifications, to this chapter.

1982, c. 26, s. 109.

110. The board of directors may replace any member of a committee.

1982, c. 26, s. 110; 1995, c. 67, s. 72.

CHAPTER XIII

Repealed, 1995, c. 67, s. 73.

1995, c. 67, s. 73.

111. (Repealed).

1982, c. 26, s. 111; 1995, c. 67, s. 73.

112. (Repealed).

1982, c. 26, s. 112; 1995, c. 67, s. 73.

CHAPTER XIV EXECUTIVE OFFICERS OF THE COOPERATIVE

112.1. The executive officers of the cooperative are the president, the vice-president and the secretary and, where applicable, the treasurer and the general manager or manager.

1995, c. 67, s. 74.

112.2. The board of directors may, if authorized by the by-laws, create other executive positions.

1995, c. 67, s. 74.

113. The board of directors, at or following the general organization meeting or annual meeting, shall choose a chairman and a vice-chairman from among its members.

1982, c. 26, s. 113.

114. The chairman and vice-chairman of the board of directors are president and vice-president of the cooperative.

1982, c. 26, s. 114.

115. If the chairman is absent or unable to act, the vice-chairman shall replace him.

1982, c. 26, s. 115.

116. The board of directors shall appoint a secretary and, if necessary, a treasurer, and fix their remuneration.

If the office of secretary or treasurer is held by a member of the board of directors, his remuneration must be fixed by the general meeting.

1982, c. 26, s. 116.

117. The powers and duties of the executive officers are determined by by-law. The by-laws may, however, authorize the board of directors to determine the powers and duties of the executive officers who are not directors.

The office of general manager or manager is incompatible with the position of director.

1982, c. 26, s. 117; 1995, c. 67, s. 75.

CHAPTER XV AMENDMENTS TO THE ARTICLES OF THE COOPERATIVE

118. To amend the articles of a cooperative, the general meeting must adopt a by-law.

1982, c. 26, s. 118.

119. The by-law amending the articles must be adopted by two-thirds of the votes cast by the members or representatives present at an annual meeting or at a special meeting called for that purpose.

The by-law must authorize one of the directors to sign the articles of amendment.

1982, c. 26, s. 119.

120. The articles of amendment must be accompanied with an application for the amendment of the articles, signed by the director authorized to sign the articles of amendment.

The articles of amendment must be sent to the Minister in triplicate signed by the director.

1982, c. 26, s. 120; 1993, c. 48, s. 364.

121. On receiving the articles of amendment, the accompanying documents, if any, and the fees prescribed by government regulation, the Minister may, if he considers it advisable, accept the amendment.

For that purpose, the Minister, in addition to the procedure set out in subparagraphs 2 and 3 of the second paragraph of section 13, shall endorse “articles amended” on each duplicate of the articles of amendment, with the date of approval, or any date subsequent to the receipt of the articles that is mentioned in the articles, followed by his signature or that of his designee.

The Minister shall send one copy of the articles of amendment accompanied with, where applicable, the notice mentioned in section 35, to the Inspector General, who shall deposit them in the register.

The amendment is effective from the date appearing on the articles of amendment.

1982, c. 26, s. 121; 1993, c. 48, s. 365.

CHAPTER XVI BY-LAWS OF THE COOPERATIVE

122. The by-laws of a cooperative must be adopted by the general meeting.

1982, c. 26, s. 122.

123. The notice of a general meeting other than the general organization meeting must mention any by-law that may be adopted or amended at that general meeting.

1982, c. 26, s. 123.

CHAPTER XVII REGISTER OF THE COOPERATIVE

124. Every cooperative shall keep a register at its head office containing

(1)  its articles and by-laws, the agreement of its members referred to in section 61 and the latest notice of the address of its head office;

(2)  a list of its directors containing their names and domiciles and stating the starting date and duration of their terms of office;

(3)  the minutes and resolutions of its general meetings;

(4)  the minutes of the meetings and the resolutions of the board of directors, of the executive committee and of any other committee;

(5)  a list of the members and other shareholders stating their names and domiciles;

(6)  the number of common shares, preferred shares and participating preferred shares held by the members and shareholders;

(7)  the subscription, redemption, repayment or transfer dates of each share and the amount, if any, owing on each share.

1982, c. 26, s. 124; 1995, c. 67, s. 76.

124.1. The register may be stored on any information storage device that is capable of reproducing data in intelligible written form.

1995, c. 67, s. 76.

125. (Repealed).

1982, c. 26, s. 125; 1995, c. 67, s. 77.

126. (Repealed).

1982, c. 26, s. 126; 1995, c. 67, s. 77.

127. Any member may consult the documents referred to in paragraphs 1 to 3 and 5 to 7 of section 124 contained in the cooperative’s register during the cooperative’s usual office hours. In addition, the member may obtain a copy of the articles and by-laws, a copy of the agreement of the members referred to in section 61 and a copy of the last annual report.

The cooperative may require the payment of fees for the reproduction and transmission of the documents.

1982, c. 26, s. 127; 1995, c. 67, s. 78.

CHAPTER XVIII ACTIVITIES

128. The activities of a cooperative with its members do not constitute a means of earning a profit.

1982, c. 26, s. 128; 1995, c. 67, s. 79.

129. (Repealed).

1982, c. 26, s. 129; 1995, c. 67, s. 80.

130. Unless otherwise provided in the by-laws, the fiscal year of a cooperative is the calendar year.

1982, c. 26, s. 130.

131. The cooperative shall keep the necessary books for the preparation of the financial statements.

The form and tenor of the financial statements are determined by government regulation.

1982, c. 26, s. 131.

132. Within four months after the close of the fiscal year, the board of directors shall prepare an annual report containing, in particular,

(1)  the name and domicile of the cooperative and any other name under which it is identified;

(2)  the names and domiciles of the directors and executive officers;

(3)  the number of members and of associate members, if any, of the cooperative;

(4)  the financial statements for the last fiscal year;

(5)  the auditor’s report;

(6)  the number of persons, if any, employed by the cooperative;

(7)  the other information required by by-law.

1982, c. 26, s. 132; 1995, c. 67, s. 81.

133. The annual financial statements must be approved by the board of directors and their approval certified by two directors authorized for that purpose.

1982, c. 26, s. 133.

134. Within 30 days after the annual meeting, the board of directors shall send a copy of the annual report to the Minister, and, where that is the case, to the federation of which the cooperative is a member.

1982, c. 26, s. 134; 1995, c. 67, s. 82.

CHAPTER XIX AUDIT

135. At each annual meeting, the cooperative shall appoint an auditor whose term of office expires at the next annual meeting.

The auditor must be a member of one of the professional orders of accountants mentioned in the Professional Code (chapter C-26).

The Government, by regulation, may exempt a cooperative from the application of the second paragraph, in consideration of its volume of business.

1982, c. 26, s. 135; 1984, c. 28, s. 3; 1994, c. 40, s. 457; 1995, c. 67, s. 83.

136. If no auditor is appointed at the annual meeting, the Minister, on the application of three members of the cooperative or of the federation of which the cooperative is a member, may appoint an auditor.

The directors may appoint an auditor if that office becomes vacant.

1982, c. 26, s. 136.

136.1. Every auditor, except an auditor appointed by the Minister under section 136, may be dismissed at a special meeting called for that purpose.

The vacancy created by the dismissal of an auditor may be filled during the meeting at which the dismissal takes place or, failing that, in accordance with the second paragraph of section 136.

1995, c. 67, s. 84.

137. (Repealed).

1982, c. 26, s. 137; 1995, c. 67, s. 85.

138. No director, executive officer or employee of a cooperative may be appointed auditor of his cooperative.

1982, c. 26, s. 138.

139. Subject to the agreement of all the members attending the annual meeting, a cooperative may give the auditor a mandate to conduct a review engagement as defined by government regulation.

1982, c. 26, s. 139; 1995, c. 67, s. 86.

140. The auditor has access to the books, accounts, securities and vouchers of the cooperative and may require the directors, executive officers, members and employees of the cooperative to furnish any documents and information necessary for the performance of his duties.

1982, c. 26, s. 140.

141. The auditor shall make a report to the members in accordance with the modalities determined by regulation of the Government.

1982, c. 26, s. 141; 1984, c. 28, s. 4.

142. The auditor shall send his report to the board of directors. This report forms part of the annual report.

1982, c. 26, s. 142.

CHAPTER XX OPERATING SURPLUS OR SURPLUS EARNINGS

143. At the general meeting, the members of the cooperative, after considering the recommendations of the board of directors and in accordance with the income statement for the preceding fiscal year, shall allocate the amount of the operating surplus or surplus earnings, once the interest allocated to preferred shares and participating preferred shares has been deducted,

(1)  to the reserve;

(2)  to the allotment of rebates to persons or partnerships who were members of the cooperative during the fiscal year;

(3)  to the allotment of rebates to persons or partnerships who were auxiliary members of the cooperative during the fiscal year, in accordance with the by-laws;

(4)  to the payment of interest on participating preferred shares as participation in the operating surplus or surplus earnings.

The rebates are allotted to the members and to the auxiliary members, if any, in proportion to the business done by each of them, during that fiscal year, with the cooperative.

However, where a cooperative allots any rebates from the operating surplus or surplus earnings derived from a company or a partnership in which it holds shares or other securities, the general meeting shall determine the volume of business done by the members and auxiliary members, if any, with the company or partnership during that fiscal year, which shall be taken into account by the cooperative for the allotment of such rebates.

1982, c. 26, s. 143; 1984, c. 28, s. 5; 1995, c. 67, s. 87.

144. The operating surplus or surplus earnings referred to in section 143 may be paid into the reserve, allotted as rebates, or allocated to the payment of interest on the participating preferred shares, subject to sections 146, 148, 148.1 and 149.

1982, c. 26, s. 144; 1995, c. 67, s. 88.

145. The reserve is composed of the aggregate, after deduction of deficits, of the operating surplus or surplus earnings paid into the reserve every year.

1982, c. 26, s. 145.

146. At least 20 % of the operating surplus or surplus earnings must be allocated to the reserve or allotted as rebates in the form of shares, until equity is equal to at least 30 % of the debts of the cooperative.

The operating surplus or surplus earnings referred to in the first paragraph are the operating surplus or surplus earnings appearing in the income statement of the cooperative once the interest allocated to preferred shares and participating preferred shares, other than interest allocated as participation in the operating surplus or surplus earnings, has been deducted.

1982, c. 26, s. 146; 1995, c. 67, s. 89.

147. In no case may the reserve be divided among the members or auxiliary members or drawn on for the allotment of a rebate.

1982, c. 26, s. 147.

148. The articles of a cooperative may include a clause prohibiting the allotment of rebates.

1982, c. 26, s. 148; 1995, c. 67, s. 90.

148.1. The board of directors of a cooperative may, where authorized by the by-laws and on the conditions and for the maximum period fixed in the by-laws, make an undertaking with a person granting financial assistance to the cooperative that its members will not allot rebates to themselves or if rebates are allotted, that they authorize their payment only in the form prescribed in the first paragraph of section 152.

1984, c. 28, s. 6; 1995, c. 67, s. 91.

149. Only the proportion of the operating surplus or surplus earnings equal to the proportion of business done by the members or the auxiliary members, as the case may be, with the cooperative or with a company or partnership in which the cooperative holds shares or other securities, may be allotted to members and auxiliary members. Such operating surplus or surplus earnings shall be allotted in the form of rebates.

1982, c. 26, s. 149; 1995, c. 67, s. 92.

150. (Repealed).

1982, c. 26, s. 150; 1995, c. 67, s. 93.

151. The rate of rebates may vary with the nature or quality of the produce or services dealt in.

1982, c. 26, s. 151.

152. Instead of paying rebates, the annual general meeting may decide to allot common or preferred shares or decide that the rebates allotted shall be loaned to the cooperative by its members, or it may avail itself of both methods of allotment and determine the conditions attached to each method of payment.

The methods of payment and the conditions attached thereto may also be determined in the by-laws of the cooperative.

The repayment of such loans to the members is also subject to the conditions set out in section 38.

The members are then deemed to have subscribed for the shares allotted to them and to have paid for them out of the rebates or, as the case may be, to have lent to the cooperative the amount of the rebates.

1982, c. 26, s. 152; 1995, c. 67, s. 94.

CHAPTER XXI AMALGAMATION

DIVISION I GENERAL PROVISIONS

1995, c. 67, s. 95.

152.1. Every amalgamation takes effect on the date on which the articles of amalgamation are approved by the Minister or on any later date specified in the articles.

1995, c. 67, s. 95.

152.2. The Minister shall send a notice to the Conseil de la coopération du Québec advising it of the application for amalgamation, together with a copy of the application and of the articles.

1995, c. 67, s. 95.

DIVISION II ORDINARY AMALGAMATION

1995, c. 67, s. 95.

153. Cooperatives having similar or related objects may amalgamate.

1982, c. 26, s. 153.

154. In no case may cooperatives amalgamate, however, if there is reasonable ground to believe that

(1)  the cooperative resulting from the amalgamation could not discharge its liabilities when due;

(2)  the book value of the assets of the cooperative resulting from the amalgamation would be less than the sum of its liabilities and the sums representing the value of the paid-up capital stock.

1982, c. 26, s. 154.

154.1. Notwithstanding paragraph 2 of section 154, two or more cooperatives may amalgamate even if the book value of the assets of the cooperative resulting from the amalgamation is less than the sum of its liabilities and the sums representing the value of the paid-up capital stock, provided that all the creditors consent to the amalgamation.

1995, c. 67, s. 96.

155. Cooperatives that propose to amalgamate shall enter into an agreement that, in addition to the terms and conditions of amalgamation, indicates

(1)  the name of the cooperative resulting from the amalgamation, the judicial district in which its domicile is situated, its objects and the provisions referred to in section 10;

(2)  the name and domicile of each of its first directors;

(3)  where applicable, the mode of election of subsequent directors;

(4)  the number of shares subscribed in each of the amalgamating cooperatives, the price of each of the shares and the modalities of converting them into common shares, preferred shares or other securities of the cooperative resulting from the amalgamation;

(5)  where shares of one of the cooperatives are not converted into shares of the cooperative resulting from the amalgamation, the amount of money or any other form of payment to be received by the holders of such shares in addition to or instead of shares of the cooperative resulting from the amalgamation;

(5.1)  the amount of money or any other form of payment to stand in lieu of fractions of shares of the cooperative resulting from the amalgamation;

(5.2)  the date on which the amalgamation is to take effect if that date differs from the date of approval;

(5.3)  in the case of the amalgamation of cooperatives pursuing agricultural purposes, mention to the effect that the cooperative resulting from the amalgamation is or is not governed by Chapter I of Title II of this Act;

(6)  where such is the case, the provisions necessary to complete the amalgamation and to ensure the organization and management of the cooperative resulting from the amalgamation, in particular, the holding of meetings to decide on the allocation of the operating surplus or surplus earnings of the amalgamating cooperatives, as provided for in section 163.

1982, c. 26, s. 155; 1995, c. 67, s. 97.

156. The members of each of the amalgamating cooperatives shall, at a special meeting called for that purpose, adopt

(1)  a by-law to approve the agreement of amalgamation and to authorize a director to sign the articles of amalgamation;

(2)  the by-laws of the cooperative resulting from the amalgamation.

Only the board of directors may call such a meeting.

1982, c. 26, s. 156; 1995, c. 67, s. 98.

157. The by-law concerning the approval of the amalgamation must be adopted by two-thirds of the votes cast by the members or representatives present at the special meeting.

1982, c. 26, s. 157.

158. The notice of the special meeting must be accompanied with a duplicate or a summary of the agreement of amalgamation.

1982, c. 26, s. 158.

159. The articles of amalgamation must contain, in addition to the other provisions that may be inserted under this title, the provisions contemplated in paragraphs 1 and 5.2 of section 155.

1982, c. 26, s. 159; 1995, c. 67, s. 99.

160. The articles of amalgamation must be accompanied with

(1)  a petition applying for the amalgamation of the cooperatives signed by the director authorized to sign the articles of amalgamation;

(2)  the agreement of amalgamation;

(3)  a notice indicating its domicile;

(4)  a notice indicating the name of the auditor and the date of the end of the fiscal year of the cooperative;

(5)  a notice that the by-laws were adopted at the special meeting;

(6)  where applicable, a notice indicating the name of the federation to which the cooperative is affiliated;

(7)  such other documents as may be required by government regulation.

1982, c. 26, s. 160; 1995, c. 67, s. 100.

161. The articles of amalgamation must be sent to the Minister in triplicate signed by a director of each of the amalgamating cooperatives.

1982, c. 26, s. 161; 1993, c. 48, s. 366.

162. On receiving the articles of amalgamation, the accompanying documents and the fees prescribed by government regulation, the Minister may authorize the amalgamation if he considers it advisable.

For that purpose, the Minister, in addition to the procedure set out in subparagraphs 2 and 3 of the second paragraph of section 13, shall endorse on each copy of the articles of amalgamation “cooperative resulting from an amalgamation” and the date of its approval followed by his signature or that of his designee.

1982, c. 26, s. 162; 1993, c. 48, s. 367; 1995, c. 67, s. 101.

162.1. The Minister shall send one copy of the articles of amalgamation accompanied with the notice indicating the domicile of the cooperative resulting from the amalgamation to the Inspector General, who shall deposit them in the register.

1993, c. 48, s. 368; 1995, c. 67, s. 170.

163. From the date of taking effect appearing on the articles of amalgamation, the cooperatives that have amalgamated continue in existence as one and the same cooperative.

The resulting cooperative acquires the rights of the amalgamated cooperatives and assumes their obligations.

However, the cooperatives that have amalgamated may, if so authorized in the agreement and notwithstanding the date on which the amalgamation takes effect, call and hold a general meeting of their members to allocate the operating surplus or surplus earnings from their last fiscal year to the allotment of rebates to their members, to the payment of interest on participating preferred shares as participation in the operating surplus or surplus earnings, or to the reserve of the cooperative resulting from the amalgamation; where applicable, the latter cooperative is empowered to carry out any decision made at the meetings.

1982, c. 26, s. 163; 1995, c. 67, s. 102.

DIVISION III AMALGAMATION BY ABSORPTION

1995, c. 67, s. 95.

164. A cooperative may absorb one or several cooperatives if each cooperative is pursuing similar or related objects and if the number of members of each cooperative to be absorbed or the amount of business it has done for the last fiscal year does not exceed 25% of the number of members or of the amount of business for the last fiscal year, as the case may be, of the absorbing cooperative.

1982, c. 26, s. 164.

165. Cooperatives that propose to amalgamate by absorption shall enter into an agreement that, in addition to the modalities of absorption, indicates

(1)  the name of the absorbing cooperative, the judicial district in which its domicile is situated, its objects and the provisions referred to in section 10;

(2)  the new number of directors, the new composition of the board of directors and the new manner of forming the board of directors, where applicable, of the absorbing cooperative;

(3)  the number of members of each of the cooperatives or, as the case may be, the amount of business done by each of them;

(4)  the number of shares subscribed in the absorbed cooperative, the amount of the shares and the manner of converting them into common shares, preferred shares or other securities of the absorbing cooperative;

(5)  where shares of the absorbed cooperative are not converted into shares of the absorbing cooperative, the amount of money or any other form of payment to be made to the holders of such shares in addition to or in lieu of shares in the absorbing cooperative;

(6)  the amount of money or any other form of payment to stand in lieu of fractions of shares of the absorbing cooperative;

(7)  the date on which the amalgamation is to take effect if that date differs from the date of approval.

1982, c. 26, s. 165; 1995, c. 67, s. 103.

166. In the case of an absorbed cooperative, the members must, at a special meeting called for that purpose, adopt a by-law to approve the agreement and to authorize a director to sign the articles.

The by-law must be adopted by two-thirds of the votes cast by the members or representatives present at the special meeting.

Only the board of directors may call such a meeting.

1982, c. 26, s. 166; 1995, c. 67, s. 104.

167. The notice of the meeting must be accompanied with a duplicate or a summary of the agreement of amalgamation.

1982, c. 26, s. 167.

168. In the case of an absorbing cooperative, the directors must, by resolution, approve the agreement and authorize one among them to sign the articles.

1982, c. 26, s. 168.

169. The articles of absorption must contain, in addition to the other provisions that may be inserted therein under this title, the provisions contemplated in paragraphs 1 and 7 of section 165.

1982, c. 26, s. 169; 1995, c. 67, s. 105.

170. The articles must be accompanied with

(1)  a petition applying for the amalgamation of the cooperatives, signed by the director authorized to sign the articles of amalgamation;

(2)  the agreement of absorption;

(3)  a notice indicating the domicile of the absorbing cooperative;

(4)  a notice indicating the name of the auditor and the date of the end of the fiscal year of the absorbing cooperative;

(5)  where applicable, a notice indicating the name of any federation to which the absorbing cooperative is affiliated;

(6)  such other documents as may be required by government regulation.

1982, c. 26, s. 170; 1995, c. 67, s. 170.

171. Sections 154, 161 and 162 apply to amalgamation by absorption.

1982, c. 26, s. 171.

171.1. The Minister shall send one copy of the articles of absorption accompanied with the notice indicating the domicile of the absorbing cooperative to the Inspector General, who shall deposit them in the register.

1993, c. 48, s. 369; 1995, c. 67, s. 170.

172. From the date of taking effect appearing on the articles, the absorbing cooperative acquires the rights of the absorbed cooperative and assumes its obligations; the absorbed cooperative is then deemed to continue in existence as the absorbing cooperative and its members to become members of the absorbing cooperative.

However, the absorbed cooperative may, if so authorized in the agreement and notwithstanding the date on which the amalgamation takes effect, call and hold a general meeting of its members to allocate the operating surplus or surplus earnings from its last fiscal year to the allotment of rebates to its members, to the payment of interest on participating preferred shares as participation in the operating surplus or surplus earnings, or to the reserve of the absorbing cooperative; where applicable, the latter cooperative is empowered to carry out any decision made at the meetings.

1982, c. 26, s. 172; 1995, c. 67, s. 106.

DIVISION IV AMALGAMATION OF A COOPERATIVE AND A COMPANY

1995, c. 67, s. 95.

173. A cooperative and a company governed by Part I or IA of the Companies Act (chapter C-38) whose shares are wholly held by the cooperative may amalgamate if their boards of directors adopt a resolution which provides that

(1)  the shares of the company will be cancelled without reimbursement of the capital represented by these shares;

(2)  the articles of amalgamation will be identical to those of the cooperative, taking account, however, of this Act and the regulations thereunder;

(3)  the directors of the cooperative resulting from the amalgamation will be those of the amalgamating cooperative and the by-laws of the cooperative resulting from the amalgamation will be those of the amalgamating cooperative.

1982, c. 26, s. 173.

174. The articles of amalgamation must contain the provisions of the articles of the amalgamating cooperative and the date on which the amalgamation is to take effect if that date is later than the date of approval, taking account, however, of this Act and the regulations thereunder.

The articles must be accompanied with the documents referred to in paragraphs 1, 3, 4, 6 and 7 of section 160.

1982, c. 26, s. 174; 1995, c. 67, s. 107.

175. Sections 154, 161, 162 and 162.1 apply, with the necessary modifications, to an amalgamation provided for in this division.

1982, c. 26, s. 175; 1993, c. 48, s. 370.

176. From the date of taking effect appearing on the articles of amalgamation, the cooperative and the company that have amalgamated continue in existence as the cooperative resulting from the amalgamation.

The resulting cooperative acquires the rights of the cooperative and of the company that have amalgamated and assumes their obligations.

1982, c. 26, s. 176; 1995, c. 67, s. 108.

CHAPTER XXII INSPECTION

177. The Minister may, of his own motion or on the application of members of a cooperative, of the Conseil de la coopération du Québec or of the board of directors of the federation of which the cooperative is a member, appoint a person to inspect the affairs of the cooperative.

1982, c. 26, s. 177.

178. The person appointed by the Minister is vested for his inspection with the powers and immunity of a commissioner appointed under the Act respecting public inquiry commissions (chapter C-37), but not the power to punish for contempt of court.

Articles 307 to 309 of the Code of Civil Procedure (chapter C-25) apply to witnesses at the inspection.

1982, c. 26, s. 178.

179. The inspector shall render an account to the Minister.

Where the inspection has been carried out on the application of a person or body, the Minister shall communicate any information he considers relevant to the person or body concerned.

1982, c. 26, s. 179.

180. Following the report on the inspection, the Minister may call a special meeting of the members of the cooperative to communicate to them any information he considers relevant and to make his recommendations to them.

If the cooperative does not take account of his recommendations, the Minister may, by motion, apply to the court to order the cooperative to comply with his recommendations, or to render any other decision it considers expedient.

1982, c. 26, s. 180.

CHAPTER XXIII WINDING-UP

DIVISION I ORDINARY WINDING-UP

1995, c. 67, s. 109.

181. A cooperative may decide to wind up its affairs and to dissolve by a resolution adopted by three-fourths of the votes cast by the members or representatives present at a special meeting called for that purpose. The cooperative exists and operates thenceforth only with a view to winding up its affairs.

Upon deciding to wind up, the special meeting shall, by a resolution adopted by the majority of the votes cast by the members or representatives present at the meeting, appoint one or three liquidators empowered to take immediate possession of the property of the cooperative.

1982, c. 26, s. 181; 1995, c. 67, s. 110.

181.1. Notice of the resolution adopted by the members for the winding-up and dissolution of the cooperative must be sent to the Minister. The Minister shall send a copy to the Inspector General of Financial Institutions who shall deposit it in the register established under the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45).

1995, c. 67, s. 111.

182. Divisions II and III of the Winding-up Act (chapter L-4) apply to the winding-up of a cooperative, except section 9 and any provisions inconsistent with this chapter.

For that purpose, the Minister shall exercise the rights and assume the obligations conferred on the Inspector General by the said Act, except with respect to deposits and registration in the register that are provided for in sections 17 to 19 of that Act.

1982, c. 26, s. 182; 1995, c. 67, s. 112.

183. As soon as winding-up has been accepted by the general meeting, every action and all proceedings by way of seizure by garnishment, seizure before judgment or seizure in execution, or otherwise, against the property of the cooperative shall be suspended.

The costs incurred by a creditor after he has himself or by his attorney had knowledge of the winding-up, cannot be collocated against the proceeds of the property of the cooperative distributed in consequence of the winding-up.

A judge of the Superior Court of the district in which the head office of the cooperative is located may, however, on such conditions as he considers proper, authorize the institution or continuance of any proceeding.

1982, c. 26, s. 183.

184. Where winding-up takes more than a year, the liquidator shall in the following year send a copy of the report contemplated in section 15 of the Winding-up Act (chapter L-4) to the Minister.

1982, c. 26, s. 184.

185. The liquidator shall first pay the debts of the cooperative and the costs of winding-up, and secondly, the amounts paid on the shares according to the priorities established by the by-laws.

Once such payments have been made, the balance of the assets shall be transferred to a cooperative, a federation, a confederation or the Conseil de la coopération du Québec by the meeting of the members by means of a resolution adopted by a majority of the votes cast.

1982, c. 26, s. 185; 1995, c. 67, s. 113.

185.1. Where the members have not made a decision concerning the balance of the assets of the cooperative, it shall be transferred to the Conseil de la coopération du Québec.

1995, c. 67, s. 114.

DIVISION II SIMPLIFIED WINDING-UP

1995, c. 67, s. 114.

185.2. A cooperative having assets of $10,000 or less is exempted from appointing a liquidator.

In that case, the board of directors shall prepare an asset disposal plan, with a view to winding up the cooperative, and submit the plan to a special meeting called for that purpose.

1995, c. 67, s. 114.

185.3. The special meeting may accept the asset disposal plan and decide to wind up the cooperative by a resolution adopted by 3/4 of the votes cast by the members or representatives present. The directors shall in such case assume the tasks incumbent upon the liquidator under section 185 and shall send notice of the resolution to the Minister along with a report describing the manner in which they have disposed of the assets of the cooperative.

1995, c. 67, s. 114.

185.4. The Minister shall inform the Inspector General that the report has been produced. The Inspector General shall make an entry in the register to that effect and the cooperative shall be dissolved from the date of that entry.

1995, c. 67, s. 114.

CHAPTER XXIV DISSOLUTION ORDER

186. The Minister may order the dissolution of a cooperative if

(1)  the number of members becomes less than the minimum number referred to in section 7 or 223.1, as the case may be;

(2)  the organization meeting is not held within 60 days of the date of constitution or within the time granted by the Minister, as the case may be;

(3)  it fails to hold an annual meeting of its members within the prescribed time;

(4)  it does not send him a copy of the annual report within the prescribed time;

(5)  the liquidator does not send the report contemplated in section 184 to the Minister;

(6)  in a fiscal year, the proportion of the business carried on by the cooperative with its members is less than that prescribed by the government regulations, and that proportion does not increase during the three fiscal years following that for which the cooperative receives the notice contemplated in section 188.

1982, c. 26, s. 186; 1995, c. 67, s. 115, s. 171.

187. Except in the case of paragraph 6 of section 186, the Minister, before ordering the dissolution of a cooperative, shall give to the cooperative, its interim secretary or the liquidator, as the case may be, notice of the alleged default and of the penalty to which the cooperative is liable.

The Minister may order the cooperative dissolved if it fails to remedy the alleged default within sixty days after the date of the notice.

1982, c. 26, s. 187.

188. In the case of paragraph 6 of section 186, the Minister shall give the cooperative notice of its failure to observe the percentage determined by government regulation in the proportion of its business that it is required to carry on with its members.

If the cooperative does not increase the proportion of its business within the prescribed time, the Minister, after requesting the cooperative to continue to exist as a company within such time as he determines, may order the cooperative dissolved.

1982, c. 26, s. 188.

188.1. Where the cooperative does not indicate in its annual report the proportion of its business with its members, that proportion is deemed to be less than the proportion prescribed by government regulation and to be no greater than the proportion reported for its preceding fiscal year, except if the cooperative establishes that proportion by attestation from its auditor within 90 days of receipt of a notice to that effect.

1995, c. 67, s. 116.

189. The Minister shall send a copy of every notice given under sections 187 and 188 to the Inspector General, who shall deposit it in the register.

1982, c. 26, s. 189; 1993, c. 48, s. 371.

189.1. If the cooperative proves to the Minister that it has remedied the default, the Minister shall send a notice evidencing the same to the Inspector General, who shall deposit the notice in the register.

1993, c. 48, s. 371.

190. The dissolution order shall be sent to the Inspector General, who shall deposit it in the register. The order has effect from the date of deposit.

1982, c. 26, s. 190; 1993, c. 48, s. 372.

191. The Public Curator is curator exofficio to the property of the dissolved cooperative. He shall render an account to the Minister.

1982, c. 26, s. 191.

192. The balance of the assets of the dissolved cooperative are transferred to the Conseil de la coopération du Québec.

1982, c. 26, s. 192; 1995, c. 67, s. 117.

193. The Minister, at the request of any person concerned and on such conditions as the Minister determines, may revoke the dissolution retroactively by drawing up a notice to that effect and sending it to the Inspector General, who shall deposit the notice in the register. In no case may the revocation of a dissolution impair rights acquired by the Conseil de la coopération du Québec in accordance with section 192 or rights acquired by any person after the dissolution.

1982, c. 26, s. 193; 1993, c. 48, s. 373; 1995, c. 67, s. 118.

TITLE II SPECIAL PROVISIONS ON CERTAIN COOPERATIVES

CHAPTER I AGRICULTURAL COOPERATIVES

194. An agricultural cooperative is a cooperative whose principal objects are connected with agricultural or related activities, with the furnishing of goods and services required for such activities, or with the production, processing, storing, marketing, handling and transport of produce connected with such activities.

1982, c. 26, s. 194.

195. (Repealed).

1982, c. 26, s. 195; 1995, c. 67, s. 119.

196. To be a founder of an agricultural cooperative, a person or partnership applying for its constitution must be an agricultural producer.

1982, c. 26, s. 196; 1995, c. 67, s. 120, s. 171.

197. Every agricultural cooperative that elects to be governed by this chapter must indicate that election in its articles.

1982, c. 26, s. 197; 1995, c. 67, s. 121.

198. In addition to the documents prescribed by section 12, the articles must be accompanied with a document in which each founder declares himself to be an agricultural producer.

1982, c. 26, s. 198.

199. (Repealed).

1982, c. 26, s. 199; 1995, c. 67, s. 122.

200. To be a member of an agricultural cooperative, a person or partnership must

(1)  be an agricultural producer;

(2)  apply for membership except in the case of a founder;

(3)  subscribe and pay for the required qualifying shares in accordance with the by-laws;

(4)  undertake to observe the by-laws of the cooperative;

(5)  be admitted by the board of directors, except in the case of a founder.

In the case of a cooperative whose objects are connected with marketing, the person or partnership must also undertake to deliver goods or sell goods or services through the cooperative for one year or for a longer period determined under paragraph 2 of section 205.

1982, c. 26, s. 200; 1995, c. 67, s. 123.

201. (Repealed).

1982, c. 26, s. 201; 1995, c. 67, s. 124.

202. In case of the death, resignation, expulsion or placing under tutorship or curatorship of a member, the agricultural cooperative may repay the sums paid on his common shares.

1982, c. 26, s. 202; 1989, c. 54, s. 165.

203. The representative of a legal person or partnership must be involved in the agricultural operations of the legal person or partnership that he represents.

1982, c. 26, s. 203; 1995, c. 67, s. 165.

204. (Repealed).

1982, c. 26, s. 204; 1995, c. 67, s. 124.

205. The board of directors may

(1)  (paragraph repealed);

(2)  regulate the conditions and establish the term of the contracts that must be signed by each member pursuant to sections 53 and 200;

(3)  expel any member who neglects or refuses upon the expiry of the contract contemplated in sections 53 and 200 to sign another contract or observe its requirements.

1982, c. 26, s. 205; 1995, c. 67, s. 125.

206. (Repealed).

1982, c. 26, s. 206; 1995, c. 67, s. 126.

207. (Repealed).

1982, c. 26, s. 207; 1995, c. 67, s. 126.

208. In case of a winding-up, the balance of the assets must be distributed to the persons who were members of the cooperative during the three fiscal years preceding the year in which the winding-up was voted, in proportion to the amount of business done by them during the period determined by the general meeting.

The members may, however, decide to remit all or part of the balance to another agricultural cooperative or the Coopérative fédérée de Québec.

1982, c. 26, s. 208.

209. (Repealed).

1982, c. 26, s. 209; 1995, c. 67, s. 126.

210. In case of a dissolution order, the balance of the assets devolve, according to the decision of the Minister, to another agricultural cooperative or to the Coopérative fédérée de Québec.

1982, c. 26, s. 210.

211. An agricultural cooperative may make a by-law to establish a class of associate members.

1982, c. 26, s. 211; 1995, c. 67, s. 127.

211.1. To be an associate member of an agricultural cooperative, a person or partnership must

(1)  have an interest as a user of the cooperative’s services;

(2)  apply for membership;

(3)  subscribe and pay for the required qualifying shares in accordance with the by-laws;

(4)  undertake to comply with the by-laws of the cooperative;

(5)  be admitted by the board of directors.

1995, c. 67, s. 127.

211.2. The associate members of an agricultural cooperative are eligible to be directors and are entitled to rebates.

1995, c. 67, s. 127.

211.3. For the formation of the board of directors of the cooperative, associate members form a group within the meaning of section 83 which is entitled to elect a proportion of the number of directors equal to the proportion obtained by dividing the number of associate members by the total number of members and associate members of the cooperative.

If that proportion results in a number of directors that includes a decimal fraction greater than 0.5, the group is entitled to elect an additional director.

However, the number of directors that the group is entitled to elect may not be greater than 25% of the number of directors of the cooperative.

1995, c. 67, s. 127.

211.4. The associate members are entitled to a proportion of voting rights in the cooperative equal to the proportion obtained by dividing the number of associate members by the total number of members and associate members of the cooperative up to a maximum of 25 % of the voting rights in the cooperative.

1995, c. 67, s. 127.

211.5. If, during a fiscal year, the proportion of business done by the agricultural cooperative with its members is less than 20 % of its business within the meaning of government regulations, the Minister may order the cooperative to amend its articles to specify that it is no longer governed by this chapter.

If the cooperative fails to comply with the Minister’s order within 60 days of service of the order, the Minister may of his own initiative amend the articles of the cooperative.

1995, c. 67, s. 127.

211.6. Where the Minister amends the articles of the cooperative of his own initiative, he shall produce a certificate in triplicate evidencing the amendment.

The Minister shall register one copy of the certificate and send a second copy to the cooperative. He shall send a third copy to the Inspector General, who shall deposit it in the register. The amendment takes effect on the date appearing on the certificate.

1995, c. 67, s. 127.

211.7. The associate members become members of the cooperative when the amendment to the articles made by the cooperative or by the Minister takes effect.

1995, c. 67, s. 127.

211.8. The term “member” includes the term “associate member”, except for the purposes of sections 61, 62, 73, 77 and 139, paragraph 1 of section 186 and section 211.5.

1995, c. 67, s. 127.

CHAPTER II

Repealed, 1995, c. 67, s. 128.

1995, c. 67, s. 128.

212. (Repealed).

1982, c. 26, s. 212; 1995, c. 67, s. 128.

213. (Repealed).

1982, c. 26, s. 213; 1995, c. 67, s. 128.

214. (Repealed).

1982, c. 26, s. 214; 1995, c. 67, s. 128.

215. (Repealed).

1982, c. 26, s. 215; 1995, c. 67, s. 128.

CHAPTER III

Repealed, 1995, c. 67, s. 128.

1995, c. 67, s. 128.

216. (Repealed).

1982, c. 26, s. 216; 1995, c. 67, s. 128.

217. (Repealed).

1982, c. 26, s. 217; 1995, c. 67, s. 128.

218. (Repealed).

1982, c. 26, s. 218; 1993, c. 48, s. 374; 1995, c. 67, s. 128.

219. (Repealed).

1982, c. 26, s. 219; 1995, c. 67, s. 128.

CHAPTER IV HOUSING COOPERATIVES

220. A housing cooperative is a cooperative whose principal object is to assist its members in acquiring the ownership or use of a house or dwelling.

1982, c. 26, s. 220; 1995, c. 67, s. 129.

221. A housing cooperative that rents dwellings to its members may, where authorized by the by-laws, allow two members per dwelling unit.

1982, c. 26, s. 221; 1995, c. 67, s. 130.

221.1. To be admitted as a member of a cooperative referred to in section 221, a person must be a party to a lease for the rental of a dwelling unit owned by the cooperative.

A member whose lease is resiliated, cancelled or not renewed is deemed to have resigned from the cooperative on the date of the resiliation, cancellation or expiry of the lease.

1995, c. 67, s. 130.

221.2. A cooperative that rents dwellings to its members may, by by-law, make any person’s admission subject to a trial period of not more than three months. During that period, the person is an auxiliary member.

1995, c. 67, s. 130.

CHAPTER IV.1 STUDENTS’ COOPERATIVES

1995, c. 67, s. 130.

221.3. A students’ cooperative is a cooperative made up principally of members recruited from among the students and staff of the educational institution in which it offers services.

1995, c. 67, s. 130.

221.4. An application for the constitution of a students’ cooperative must be accompanied with a written statement from the educational institution in which the cooperative intends to offer services, authorizing it to have a place of business in a facility of the institution.

1995, c. 67, s. 130.

221.5. The price for a common share in a students’ cooperative must be fixed by by-law. The price may vary from $2 to $10.

1995, c. 67, s. 130.

221.6. The cooperative may, by by-law, provide that a member who leaves the educational institution in which the cooperative offers services is deemed to have resigned from the cooperative.

It may also provide that a member who does not request the repayment of his qualifying shares in the year following his resignation is deemed to have donated them to the cooperative.

1995, c. 67, s. 130.

221.7. A students’ cooperative may include the term “Coopsco” in its name or use it for other purposes if so authorized by the Fédération des coopératives québécoises en milieu scolaire.

A cooperative constituted under a name including the term “Coopsco” is not required to include in its name any of the terms mentioned in section 16.

No person or partnership may use the term “Coopsco” in its name or otherwise.

1995, c. 67, s. 130.

221.8. Where the authorization to use the term “Coopsco” is revoked by the federation, the cooperative must cease using it and, where necessary, change its name within 60 days of the revocation.

If the cooperative fails to change its name, the Minister shall assign another name to the cooperative and evidence the change in a certificate that he shall send to the Inspector General; the latter shall deposit the certificate in the register.

1995, c. 67, s. 130.

CHAPTER V WORK COOPERATIVES

1984, c. 28, s. 7; 1995, c. 67, s. 131.

222. A work cooperative is a cooperative made up exclusively of natural persons for the operation of an enterprise and whose main object is to provide work to its members and auxiliary members.

1982, c. 26, s. 222; 1984, c. 28, s. 8; 1995, c. 67, s. 132.

223. (Repealed).

1982, c. 26, s. 223; 1984, c. 28, s. 8; 1995, c. 67, s. 133.

223.1. Notwithstanding the second paragraph of section 7, the Minister, if he deems it expedient, may reduce the number of founders required to apply for the constitution of the cooperative to three.

1984, c. 28, s. 8; 1995, c. 67, s. 171.

223.2. The board of directors of the cooperative is composed of not fewer than three nor more than fifteen directors.

1984, c. 28, s. 8.

224. The office of general manager or manager is not incompatible with the position of director.

1982, c. 26, s. 224; 1984, c. 28, s. 8.

224.1. A cooperative may, by by-law, establish supplementary conditions in respect of the admission, expulsion or suspension of members.

1984, c. 28, s. 8.

224.1.1. The number of qualifying shares may vary according to the nature of the transactions in which the member participates, and on the amount of work that the cooperative is in a position to offer him.

1995, c. 67, s. 134.

224.2. The cooperative may, by by-law, make any worker’s admission subject to a trial period of not more than 250 work days extending over a period of not more than 24 months. During the trial period, the worker is an auxiliary member.

The cooperative must pass the by-law provided for in section 52.

1984, c. 28, s. 8; 1995, c. 67, s. 135.

224.3. (Repealed).

1984, c. 28, s. 8; 1995, c. 67, s. 136.

224.4. The cooperative must establish, by by-law, a procedure for work sharing, lay-offs and recalls.

1984, c. 28, s. 8; 1995, c. 67, s. 137.

224.5. The cooperative may hire a person who is not a member to do casual work of short duration.

1984, c. 28, s. 8.

224.6. A member may not be represented.

1995, c. 67, s. 138.

225. In addition to the powers conferred on it by Title I, a cooperative may acquire and hold shares in a legal person or a share in a partnership, if its status as shareholder or partner allows its members to work in the entreprise owned by the legal person or partnership.

In such a case, the cooperative is deemed to be operating an enterprise within the meaning of section 222.

1982, c. 26, s. 225; 1984, c. 28, s. 9; 1995, c. 67, s. 139.

225.1. In the case of a cooperative referred to in section 225, the proportion of transactions effected with its members is equal to the proportion that the total remuneration paid to the workers of the enterprise that are members of the cooperative is of the total remuneration paid by the enterprise.

1995, c. 67, s. 140.

226. Rebates are calculated on the basis of the volume of work performed by the member during the last fiscal year for the cooperative or for the company or partnership in which the cooperative is a shareholder or partner.

The amount of work may be measured by the income of the member, the number of hours of work or any other scale determined by the by-laws.

Notwithstanding the first paragraph, the cooperative may, by by-law, provide that rebates are calculated on the basis of the volume of work performed during a period covering not more than its last four fiscal years.

The rebate rate may vary according to the nature of the transactions in which the member has participated.

1982, c. 26, s. 226; 1995, c. 67, s. 141.

TITLE II.1 SPECIAL PROVISIONS APPLICABLE TO SOLIDARITY COOPERATIVES

1997, c. 17, s. 2.

226.1. A solidarity cooperative is a cooperative consisting of members who are users of the services provided by the cooperative and of members who are workers of the cooperative.

In addition, any other person or partnership that has an economic or social interest in the pursuit of the objects of a solidarity cooperative may be a member of the cooperative. Such a member shall hereinafter be referred to as a “supporting member”.

1997, c. 17, s. 2.

226.2. The name of a solidarity cooperative must include the expression “solidarity cooperative” or “solidarity coop”.

No person or partnership may use a name that includes either of those expressions.

1997, c. 17, s. 2.

226.3. Any person or partnership referred to in the second paragraph of section 226.1 that, before the sending of the notice calling the general organization meeting, transmitted to the provisional secretary a memorandum of membership indicating the interest of the person or partnership in the pursuit of the objects of a solidarity cooperative shall be called to the meeting.

1997, c. 17, s. 2.

226.4. The number of qualifying shares that a member is required to hold may vary according to whether the member is a user, a worker or a supporting member.

1997, c. 17, s. 2.

226.5. The board of directors may, if so authorized by by-law, issue participating preferred shares to a supporting member.

1997, c. 17, s. 2.

226.6. The users, the workers and the supporting members shall constitute groups of members within the meaning of section 83, and each such group shall be entitled to elect at least one director.

The cooperative may, by by-law, provide for the election of other directors by the meeting.

The number of directors elected from among the supporting members shall not exceed one-third of the total number of directors of the cooperative.

1997, c. 17, s. 2.

226.7. The annual report of a solidarity cooperative shall indicate the number of members who are users of the services provided by the cooperative, the number who are workers of the cooperative and the number who are supporting members, if any.

1997, c. 17, s. 2.

226.8. Any rebates allotted shall be allotted to the members and to the auxiliary members, if any,

(1)  in proportion to the amount of business conducted by each user with the solidarity cooperative during the preceding fiscal year;

(2)  in proportion to the volume of work effected by each worker for the solidarity cooperative during the preceding fiscal year.

The volume of work effected may be measured according to a member’s income or the number of hours worked or according to any other criterion determined by by-law.

No rebate may be allotted to supporting members.

1997, c. 17, s. 2.

226.9. Where the membership of a solidarity cooperative no longer includes users or no longer includes workers, the Minister may order that the cooperative amend its articles to withdraw itself from the application of this Title.

If the cooperative fails to comply with such an order within 60 days of service thereof, the Minister may, of his own motion, amend the articles of the cooperative.

1997, c. 17, s. 2.

226.10. Where the Minister, of his own motion, amends the articles of a solidarity cooperative, he shall issue a certificate in triplicate evidencing the amendment.

The Minister shall register one copy of the certificate, and shall send another copy to the cooperative. He shall transmit the third copy to the Inspector General, who shall deposit it in the register. The amendment has effect from the date set forth in the certificate.

1997, c. 17, s. 2.

226.11. Once the amendment to the articles by the solidarity cooperative or by the Minister has effect, the supporting members shall cease to be members of the cooperative.

1997, c. 17, s. 2.

226.12. Where the membership of a solidarity cooperative no longer includes any users or workers, the Minister may order that the cooperative proceed with its winding-up and dissolution.

A director or two members of the cooperative may call a special meeting for that purpose.

The Minister shall transmit a copy of the order to the Inspector General, who shall deposit it in the register.

1997, c. 17, s. 2.

226.13. If the cooperative fails to comply with such an order of the Minister within 60 days of service thereof, the Minister shall order the dissolution of the cooperative.

Such a dissolution order shall be transmitted to the Inspector General, who shall deposit it in the register. The order has effect from the date of deposit.

1997, c. 17, s. 2.

226.14. The provisions of this Title apply to the exclusion of the provisions of Title II.

1997, c. 17, s. 2.

TITLE III FEDERATIONS

CHAPTER I GENERAL PROVISIONS

227. Title I applies to federations, with the necessary modifications, except the provisions inconsistent with this title.

1982, c. 26, s. 227.

228. The Minister shall send a notice to the Conseil de la coopération du Québec advising it of any application for the constitution of a federation, together with a copy of the application and of the constituting articles. Not later than 15 days after the sending of the notice or as soon as the Conseil has responded, the Minister may, if he considers it advisable, constitute a federation of cooperatives pursuing similar or related objects.

1982, c. 26, s. 228; 1995, c. 67, s. 142.

229. To be a founder or member of a federation, a cooperative must have received prior authorization by resolution of its board of directors. Such resolution must have been confirmed by a general meeting.

1982, c. 26, s. 229.

230. The articles must contain, in addition to the particulars referred to in sections 9 and 10, the territory in which the federation may recruit its members.

The Minister shall notify the Conseil de la coopération du Québec of any change made to the territory of the federation.

1982, c. 26, s. 230; 1995, c. 67, s. 143.

231. The name of the federation must include the expression “federation” and indicate the class of cooperatives that it groups together and the name of the region in which it recruits its members.

1982, c. 26, s. 231; 1995, c. 67, s. 166.

232. To be a member of a federation, a cooperative must

(1)  pursue objects similar or related to those pursued by the other members of the federation;

(2)  apply for membership, except in the case of a founding cooperative;

(3)  agree to respect the by-laws;

(4)  subscribe and pay for the required qualifying shares in accordance with the by-law;

(5)  agree, if a by-law of the federation requires it, to make its purchases, sales or any other transactions through the federation;

(6)  be admitted by the board of directors, except in the case of a founding cooperative.

1982, c. 26, s. 232; 1995, c. 67, s. 144.

CHAPTER II POWERS

233. The object of a federation is to safeguard the interests of its members and promote their development. For such purposes, it may in particular

(1)  exercise the powers of a cooperative;

(2)  establish educational, publicity and technical assistance services;

(3)  grant financial assistance to a member in addition to its powers under section 28;

(4)  (paragraph repealed);

(5)  make agreements with any members to supervise, control or manage its affairs for a stated period;

(6)  cause the books and accounts of its members and of the cooperatives indebted to it to be inspected, audited or examined;

(7)  require from the members and other cooperatives contemplated in paragraph 6 copies of their annual reports and by-laws;

(8)  supply persons interested in forming a cooperative with the requisite information to determine its efficiency and to facilitate its constitution.

1982, c. 26, s. 233; 1995, c. 67, s. 145, s. 171.

234. (Repealed).

1982, c. 26, s. 234; 1995, c. 67, s. 146.

CHAPTER III GENERAL MEETING

235. The general meeting of a federation is composed of the representatives of the cooperatives that are members thereof.

1982, c. 26, s. 235.

236. The federation shall by by-law

(1)  provide the manner in which its members are to be represented at general meetings;

(2)  determine the number of representatives to which each member is entitled and the manner of determining such number;

(3)  determine the number of votes to which each member is entitled.

That number of votes may be based on the number of members of the cooperatives affiliated to the federation. An additional number of votes may be granted based on the participation of the affiliated cooperatives in the business of the federation, but such number may not be greater than that based on the number of their members.

1982, c. 26, s. 236.

CHAPTER IV BOARD OF DIRECTORS

237. The federation shall, by by-law,

(1)  establish the mode of constitution of its board of directors;

(2)  fix the number of members of the board of directors;

(3)  establish the mode of election of directors at the annual meeting or at the meeting of groups of members whose composition is provided for in section 83;

(4)  determine the quorum of the board of directors.

1982, c. 26, s. 237.

238. The board may be composed of more than 15 directors.

1982, c. 26, s. 238.

239. The directors of a federation must be chosen from among the directors of its members and the representative of any credit union or federation or confederation governed by the Savings and Credit Unions Act (chapter C-4.1) if the union or the federation or the confederation constitute a group pursuant to section 83.

The federation may, however, provide by by-law that a minority of the directors must be chosen from among the members or officers of its members.

1982, c. 26, s. 239; 1988, c. 64, s. 587.

240. Unless otherwise provided by the by-laws, the chairman of the board of directors is the president of the federation.

1982, c. 26, s. 240.

TITLE IV SPECIAL PROVISIONS ON CONFEDERATIONS

241. The Minister shall send a notice to the Conseil de la coopération du Québec advising it of any application for the constitution of a confederation, together with a copy of the application and of the constituting articles. Not later than 15 days after the sending of the notice or as soon as the Conseil has responded, the Minister may, if he considers it advisable, constitute a confederation of federations.

Two federations are sufficient for the establishment of a confederation.

1982, c. 26, s. 241; 1995, c. 67, s. 147.

242. Not more than one confederation grouping together federations whose members have similar or related objects may be established.

1982, c. 26, s. 242.

243. Titles I and III apply to confederations with the necessary modifications.

1982, c. 26, s. 243.

TITLE V REGULATIONS

244. The Government may, by regulation

(1)  establish the fees payable for the preparation and examination of documents or for the measures that may or must be taken by the Minister under this Act;

(2)  determine the form and tenor of the articles and other documents whose registration is required under this Act;

(3)  determine the manner of registering the documents whose registration is required under this Act;

(4)  determine the documents that, in each case, must accompany the articles;

(5)  determine the form and tenor of documents that must be transmitted to the Minister and the number of copies of each of such documents;

(6)  determine the standards, terms and conditions respecting the name appearing in the articles of a cooperative, federation or confederation and any other name that it may use to identify itself;

(6.1)  determine the public authorities referred to in paragraph 6 of section 15;

(6.2)  determine the cases where the name of a cooperative suggests that the cooperative is related to another person, partnership or group, for the purposes of paragraph 7 of section 15;

(6.3)  determine the criteria to be taken into account for the application of paragraphs 7 and 8 of section 15;

(7)  determine the standards respecting the form and tenor of financial statements and respecting auditing and the report of the auditor;

(8)  determine, according to the amount of business done by a cooperative, the particular requirements as to auditing, the report of the auditor, the qualifications required to be an auditor and the nature, form and tenor of the financial statements that it must file;

(9)  (paragraph repealed);

(10)  (paragraph repealed);

(11)  determine, for the purposes of paragraph 6 of section 186, the proportion of transactions that a cooperative must carry on with its members and define, for any class of cooperatives determined by regulation, the meaning of the word “transactions” for the purposes of this paragraph and of section 211.5.

1982, c. 26, s. 244; 1987, c. 68, s. 70; 1993, c. 48, s. 375; 1995, c. 67, s. 148.

245. The regulations made under this Title and Title VIII, except those respecting fees payable and those provided for in section 279, shall be made only on prior notice of thirty days published in the Gazette officielle du Québec reproducing the text thereof.

Such regulations come into force on the date of publication in the Gazette officielle du Québec of a notice indicating that they have been made by the Government or, if amended by it, of their final text, or on any later date fixed in the notice or in their final text.

1982, c. 26, s. 245.

TITLE VI PENAL PROVISIONS

1992, c. 61, s. 235.

246. Every person is guilty of an offence who

(1)  falsely holds out, by the title he assumes or otherwise, that he is a cooperative, a federation or a confederation;

(2)  furnishes the Minister with false or inaccurate information;

(3)  hinders or attempts to hinder in any manner any person who performs an act which this Act obliges or authorizes him to do;

(4)  makes an unlawful apportionment of sums belonging to a cooperative;

(5)  contravenes the second paragraph of section 16 or 20, or any of the provisions of sections 25, 33, 48, 124, 125, 127, 131, 132, 133, 135, 138, 140, 141, 146, 149 and 221.

1982, c. 26, s. 246; 1995, c. 67, s. 149.

247. Every person who, knowingly, by an act or omission attempts to aid a person to commit an offence or advises a person to commit an offence, encourages or incites him thereto, is himself a party to the offence and liable to the same penalty as that provided for the person who committed it, whether or not such person has been prosecuted or convicted.

1982, c. 26, s. 247.

248. Every person who is guilty of an offence is liable to a fine of not less than $200 nor more than $4 000 for each offence, and to a fine of not less than $500 nor more than $10 000 for each subsequent conviction.

1982, c. 26, s. 248; 1990, c. 4, s. 346.

TITLE VII CONTINUANCES

CHAPTER I CONTINUANCE OF A COOPERATIVE SYNDICATE AS A COOPERATIVE

249. A cooperative syndicate governed by the Cooperative Syndicates Act (chapter S-38) may apply to the Minister to continue under this Act.

1982, c. 26, s. 249.

250. The members must, at a special meeting called for that purpose, adopt a by-law in order to approve the continuance as a cooperative and authorize one of the directors to sign the articles of continuance and adopt the by-laws of internal management and the general loan by-laws.

Such by-laws must be adopted by two-thirds of the votes cast by the members or representatives present at the special meeting.

1982, c. 26, s. 250.

251. The articles of continuance shall contain the provisions provided for by paragraphs 1 to 4 of section 9 and by section 10.

1982, c. 26, s. 251.

252. The articles must be accompanied with

(1)  a petition applying for the continuance of the syndicate as a cooperative signed by the director authorized to sign the articles;

(2)  a list containing the surname and given name of the first directors of the cooperative resulting from the continuance and the address of each;

(3)  a notice of the address of its head office;

(4)  a notice that the by-laws of internal management and the general loan by-laws were adopted at a special meeting;

(5)  where such is the case, a notice of the name of the federation to which the cooperative has applied for affiliation.

1982, c. 26, s. 252; 1993, c. 48, s. 376.

253. On receiving the articles of continuance, the accompanying documents and the fees prescribed by the government regulation, the Minister, after obtaining the advice of the Conseil de la coopération du Québec and if he considers it advisable, may continue the syndicate.

For that purpose, the Minister shall

(1)  endorse on each copy of the articles the words “continued cooperative” and the date of the continuance, followed by his signature or that of his designee;

(2)  register a copy of the articles of continuance;

(3)  send to the cooperative or its representative a copy of the articles;

(4)  send a copy of the articles and the documents referred to in paragraphs 2 and 3 of section 252 to the Inspector General, who shall deposit them in the register.

1982, c. 26, s. 253; 1993, c. 48, s. 377.

254. If the syndicate applies to continue as an agricultural cooperative, the Minister shall advise the Coopérative fédérée de Québec of such application; thirty days after the sending of the notice, or before the end of that period if the Coopérative fédérée de Québec replies to the notice, he may, if he considers it advisable, continue the syndicate as a cooperative.

1982, c. 26, s. 254.

255. On the date appearing on the articles of continuance,

(1)  the articles attest the continuance of the cooperative syndicate as a cooperative and its continuance as a cooperative governed by this Act;

(2)  the articles of continuance are deemed to be the articles of the cooperative.

1982, c. 26, s. 255.

256. The rights and obligations of the syndicate and those of its members are not affected by the continuance.

1982, c. 26, s. 256.

CHAPTER II CONTINUANCE OF A COOPERATIVE AS A COMPANY

1995, c. 67, s. 151.

257. A cooperative liable to dissolution under paragraph 6 of section 188 must, in order to continue under Part IA of the Companies Act (chapter C-38), submit a plan of continuance that must be approved by the Minister.

1982, c. 26, s. 257; 1995, c. 67, s. 152.

258. The plan of continuance must contain

(1)  the name and domicile of each of the first directors;

(2)  the mode of election of subsequent directors;

(3)  the manner in which the reserve of the cooperative will be converted in the company resulting from the continuance;

(4)  the terms and conditions of converting the shares into shares of the share capital or other securities of the company resulting from the continuance;

(5)  where such is the case, the provisions necessary to complete the continuance and ensure the organization and management of the company resulting from the continuance;

(6)  any other information that the Minister may determine.

1982, c. 26, s. 258; 1995, c. 67, s. 153.

259. The Minister may approve with or without amendment the plan of continuance.

1982, c. 26, s. 259.

CHAPTER III CONTINUANCE OF A COMPANY AS A COOPERATIVE

260. A company governed by Part I or IA of the Companies Act (chapter C-38) may be converted into a cooperative in order for it to continue under this Act.

1982, c. 26, s. 260.

261. The directors of the company must prepare a plan of continuance.

1982, c. 26, s. 261.

262. The plan of continuance must provide

(1)  the name and domicile of each of the first directors;

(2)  the mode of election of subsequent directors;

(3)  the terms and conditions of converting the shares into common shares or preferred shares or other securities of the cooperative resulting from the continuance;

(4)  if all the shares are not converted into shares of the cooperative resulting from the continuance, the sum of money or any other form of payment that holders of shares must receive in addition to or instead of the shares of the cooperative resulting from the continuance;

(5)  the by-laws of the cooperative resulting from the continuance;

(5.1)  where the cooperative resulting from the continuance is an agricultural cooperative, whether or not it is governed by Chapter I of Title II of the Act;

(6)  where necessary, the provisions required to complete the continuance and to ensure the organization and management of the cooperative resulting from the continuance.

1982, c. 26, s. 262; 1995, c. 67, s. 154.

263. The directors must adopt a by-law in order to approve the plan of continuance and authorize one among them to sign the articles of continuance and adopt the by-laws of the cooperative resulting from the continuance.

1982, c. 26, s. 263; 1995, c. 67, s. 155.

264. The by-laws must be confirmed by all the shareholders present or represented at a special general meeting called for that purpose.

For that meeting, every share is a voting share.

The directors may, before the Minister issues the articles, annul the by-laws if the by-laws authorize them to do so.

1982, c. 26, s. 264.

265. The articles of continuance shall contain the provisions contemplated in paragraphs 1 to 4 of section 9 and in section 10.

The articles shall be accompanied with the documents contemplated in section 252 and the plan of continuance, except the by-laws of the cooperative resulting from the continuance.

1982, c. 26, s. 265; 1984, c. 28, s. 10; 1995, c. 67, s. 156.

266. Upon receipt of the articles of continuance, of the accompanying documents and of the fees prescribed by the government regulation, the Minister may, if he considers it advisable, continue the company as a cooperative. The Minister shall send a notice to the Conseil de la coopération du Québec advising it of any application for the continuance of a company as a cooperative, together with a copy of the articles of continuance.

For that purpose, the Minister shall

(1)  endorse on each copy of the articles the words “company continued as a cooperative” and the date of continuance, followed by his signature or that of his designee;

(2)  register a copy of the articles of continuance;

(3)  send a copy of the articles to the cooperative or its representative;

(4)  send a copy of the articles and the documents referred to in paragraphs 2 and 3 of section 252 to the Inspector General, who shall deposit them in the register.

1982, c. 26, s. 266; 1993, c. 48, s. 378; 1995, c. 67, s. 157.

267. (Repealed).

1982, c. 26, s. 267; 1995, c. 67, s. 158.

268. On the date appearing on the articles of continuance,

(1)  the articles attest the continuance of the company as a cooperative and its continuance as a cooperative governed by this Act;

(2)  the articles of continuance are deemed to be the articles of the cooperative.

1982, c. 26, s. 268.

269. Subject to this chapter, the rights and obligations of the company continued as a cooperative, and those of its shareholders, are not affected by the continuance.

1982, c. 26, s. 269.

CHAPTER IV CONTINUANCE OF STUDENTS’ ASSOCIATIONS AS COOPERATIVES

1995, c. 67, s. 159.

269.1. An association incorporated under Part III of the Companies Act (chapter C-38), carrying on activities in the education sector, may continue its existence under this Act.

Chapter III of this Title, adapted as required, applies to the continuance, except section 260, paragraphs 3 and 4 of section 262 and the second paragraph of section 264.

1995, c. 67, s. 159.

269.2. In addition to the requirements set out in section 262, the continuance plan must provide for the subscription and payment of the common or preferred shares of the cooperative resulting from the continuance.

1995, c. 67, s. 159.

TITLE VIII MISCELLANEOUS AND TRANSITIONAL PROVISIONS

270. The articles and documents required to be registered under this Act must be in the form and tenor prescribed by government regulation.

1982, c. 26, s. 270.

271. The Minister may prescribe the forms, including forms of notice, forms of memorandum of association, membership certificate forms and membership application forms, necessary for the application of this Act.

The forms come into force on the date of their publication in the Gazette officielle du Québec or on a later date indicated in the notice accompanying the publication.

1982, c. 26, s. 271.

272. The Minister must refuse to issue, in particular, any articles or documents that

(1)  do not contain the statements required by this Act;

(2)  are not presented in the form and tenor prescribed by government regulation and on the forms prescribed by the Minister;

(3)  are not accompanied with the prescribed fees and documents;

(4)  provide for a name not in conformity with section 16, 221.7, 231 or with any of paragraphs 1 to 6 of section 15.

1982, c. 26, s. 272; 1993, c. 48, s. 379; 1995, c. 67, s. 160.

273. The price of a common share in a home economics cooperative must be fixed by by-law. The price may vary from $2 to $10.

1982, c. 26, s. 273; 1995, c. 67, s. 161.

274. A cooperative that was governed by the Cooperative Associations Act (chapter A-24) is not required to change the price of common shares issued if that price is not in accordance with the price provided for by this Act.

1982, c. 26, s. 274.

275. The agricultural cooperatives governed by the Act respecting cooperative agricultural associations (chapter S-24) are deemed to have chosen to be governed by Chapter I of Title II.

1982, c. 26, s. 275; 1995, c. 67, s. 162.

276. The common or preferred shares of the capital stock of an agricultural cooperative that was governed by the Act respecting cooperative agricultural associations (chapter S-24) are deemed to be common or preferred shares of the capital stock of the cooperative.

1982, c. 26, s. 276.

277. The deed of incorporation of a cooperative that was governed by the Cooperative Associations Act (chapter A-24) or by the Act respecting cooperative agricultural associations (chapter S-24) is deemed to be its articles.

The deed of incorporation of an agricultural cooperative that was governed by the Act respecting cooperative agricultural associations is deemed to contain the object provided for by section 194 if there are no provisions in that respect.

Similarly, the deed of incorporation of a cooperative governed by section 121 of the Cooperative Associations Act is deemed to contain a provision permitting the cooperative not to give a rebate.

1982, c. 26, s. 277.

278. A cooperative that was governed by the Cooperative Associations Act (chapter A-24) or the Act respecting cooperative agricultural associations (chapter S-24) may in no case change the address of its head office without also amending its articles and indicating therein the judicial district in which its head office is located if it is not already indicated therein.

The judicial district of a cooperative that was governed by those Acts is for the purposes of section 35 the one in which its head office is located on 21 December 1983.

1982, c. 26, s. 278.

279. In addition to the transitional provisions contemplated in sections 275 to 278, the Government may, by regulation, adopt any other transitional provisions or other useful measures to enable the application of this Act.

Regulations made under this section come into force on the date of their publication in the Gazette officielle du Québec or any later date fixed therein. Such regulations may also, once published and if they so provide, apply from any date not earlier than 8 June 1983.

1982, c. 26, s. 279.

280. The Minister shall register, in the manner determined by government regulation, all documents required to be registered under this Act.

He may also issue a true copy to any person who so requests.

1982, c. 26, s. 280.

281. The documents issued by the Minister under this Act are authentic.

Any copy of a document required to be registered under this Act and certified a true copy by the Minister or the person he designates, has the same value as the original and is proof of its registration.

1982, c. 26, s. 281.

281.1. The Minister may, on request, issue a certificate attesting that a cooperative is governed by this Act and that no dissolution proceedings have been taken against the cooperative under this Act.

1995, c. 67, s. 163.

282. The Government may regulate the quality and the format of the paper used for the documents which must be registered by the Minister or the person he designates, the disposition of the text of those documents as well as the manner of keeping the documents that have been registered.

1982, c. 26, s. 282.

283. (Amendment integrated into c. A-18, s. 2).

1982, c. 26, s. 283.

284. (Amendment integrated into c. A-32, s. 246).

1982, c. 26, s. 284.

285. (Amendment integrated into c. A-32, s. 247).

1982, c. 26, s. 285.

286. (Amendment integrated into c. A-32, s. 248).

1982, c. 26, s. 286.

287. (Amendment integrated into c. A-32, s. 255).

1982, c. 26, s. 287.

288. (Amendment integrated into c. A-32, s. 258).

1982, c. 26, s. 288.

289. (Amendment integrated into c. C-4, s. 83).

1982, c. 26, s. 289.

290. (Amendment integrated into c. C-25, a. 1048).

1982, c. 26, s. 290.

291. (Amendment integrated into c. I-8.1, s. 2).

1982, c. 26, s. 291.

292. (Amendment integrated into c. C-38, Division I, s. 123.131).

1982, c. 26, s. 292.

293. (Amendment integrated into c. C-38, Division II, ss. 123.139.1-123.139.7).

1982, c. 26, s. 293.

294. (Amendment integrated into c. C-48, s. 29).

1982, c. 26, s. 294.

295. (Amendment integrated into c. C-75, s. 1).

1982, c. 26, s. 295.

296. (Amendment integrated into c. C-75.1, s. 1).

1982, c. 26, s. 296.

297. (Amendment integrated into c. C-76, s. 1).

1982, c. 26, s. 297.

298. (Amendment integrated into c. C-77, s. 1).

1982, c. 26, s. 298.

299. (Amendment integrated into c. C-78, s. 1).

1982, c. 26, s. 299.

300. (Amendment integrated into c. E-20.1, s. 37).

1982, c. 26, s. 300.

301. (Amendment integrated into c. H-1, s. 12).

1982, c. 26, s. 301.

302. (Amendment integrated into c. I-3, s. 965.4).

1982, c. 26, s. 302.

303. (Amendment integrated into c. I-3, s. 1132).

1982, c. 26, s. 303.

304. (Amendment integrated into c. M-14, s. 2).

1982, c. 26, s. 304.

305. (Amendment integrated into c. M-14, s. 16).

1982, c. 26, s. 305.

306. (Amendment integrated into c. M-14, s. 19).

1982, c. 26, s. 306.

307. (Amendment integrated into c. M-35, s. 1).

1982, c. 26, s. 307.

308. (Amendment integrated into c. M-35, s. 20).

1982, c. 26, s. 308.

309. (Amendment integrated into c. M-35, s. 31).

1982, c. 26, s. 309.

310. (Amendment integrated into c. M-35, s. 58).

1982, c. 26, s. 310.

311. (Amendment integrated into c. M-36, s. 1).

1982, c. 26, s. 311.

312. (Amendment integrated into c. P-9.1, s. 44).

1982, c. 26, s. 312.

313. (Amendment integrated into c. P-40.1, s. 3).

1982, c. 26, s. 313.

314. (Amendment integrated into c. P-42, s. 30).

1982, c. 26, s. 314.

315. (Amendment integrated into c. Q-2, s. 1).

1982, c. 26, s. 315.

316. (Amendment integrated into c. R-22, s. 1).

1982, c. 26, s. 316.

317. (Amendment integrated into c. S-4.1, s. 4).

1982, c. 26, s. 317.

318. (Amendment integrated into c. S-4.1, s. 5).

1982, c. 26, s. 318.

319. (Amendment integrated into c. S-4.1, s. 7).

1982, c. 26, s. 319.

320. (Amendment integrated into c. S-8, s. 1).

1982, c. 26, s. 320.

321. (Amendment integrated into c. S-10, s. 1).

1982, c. 26, s. 321.

322. (Amendment integrated into c. S-38, s. 54).

1982, c. 26, s. 322.

323. (Repealed).

1982, c. 26, s. 323; 1995, c. 67, s. 164.

324. (Repealed).

1982, c. 26, s. 324; 1995, c. 67, s. 164.

325. (Omitted).

1982, c. 26, s. 325.

326. Any reference to a provision replaced by this Act is deemed a reference to the provision substituted for it.

1982, c. 26, s. 326.

327. The Minister of Industry, Trade and Technology shall, before 30 March 1993, make a report to the Committee on Labour and the Economy on the carrying out of this Act and make recommendations on the advisability of continuing to apply this Act or of amending it.

1982, c. 26, s. 327; 1982, c. 52, s. 41; 1984, c. 36, s. 34; 1988, c. 41, s. 89.

328. The Minister of Industry and Trade is responsible for the application of this Act.

1982, c. 26, s. 328; 1982, c. 52, s. 41; 1984, c. 36, s. 35; 1988, c. 41, s. 89; 1994, c. 16, s. 51; 1999, c. 8, s. 20.

329. (Omitted).

1982, c. 26, s. 329.

330. (This section ceased to have effect on 30 March 1988).

1982, c. 21, s. 2; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

REPEAL SCHEDULES

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter 26 of the statutes of 1982, in force on 1 July 1983, is repealed, except section 329, effective from the coming into force of chapter C-67.2 of the Revised Statutes.

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), sections 1 to 243, 246 to 270, 272 to 278, 280, 281 and 283 to 327 of chapter 26 of the statutes of 1982, in force on 1 January 1984, are repealed effective from the coming into force of the updating to 1 January 1984 of chapter C-67.2 of the Revised Statutes.

Sections 38.1, 185 and 191 of this Act will be amended upon the coming into force of section 57, of paragraph 2 of section 58 and of section 59 of chapter 80 of the statutes of 1997 on the date or dates fixed by order of the Government.

Chapter I of Title VII of this Act will be repealed upon the coming into force of section 150 of chapter 67 of the statutes of 1995 on the date fixed by order of the Government.

The second paragraph of section 185 of this Act will come into force on the date fixed by order of the Government (1997, c. 80, s. 82).