| No other
payments
permitted
|
(3) No person may pay or accept
compensation for the withdrawal from
membership of a member of a non-profit
housing cooperative or for any person giving
up possession of a housing unit of the
cooperative, except as is provided in
subsection (2).
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| Limit on
compensation
|
(4) No person may give or accept, in
connection with the allocation or use of a
housing unit of the cooperative, compensation
that exceeds the housing charges for the
housing unit determined in accordance with
the by-laws.
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| Limit on
compensation
|
(5) No person may give or accept, in
connection with the allocation or use of a part
of a housing unit of the cooperative,
compensation that exceeds the amount that,
having regard to the portion of the housing
unit, would be a reasonable share of the
housing charges for the housing unit
determined in accordance with the by-laws.
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| If
contravention
of subsection
(3), (4) or (5)
|
(6) A person who accepts compensation in
contravention of subsection (3), (4) or (5)
must pay the amount of the compensation to
the cooperative.
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| Resolution if
proposed
fundamental
change
|
358. A non-profit housing cooperative may
not be a party to a fundamental change to
which Part 16 applies unless the change is
authorized by a vote of not less than ninety per
cent of the members.
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| Definition of
``worker
cooperative''
|
359. (1) For the purposes of this Part,
``worker cooperative'' means a cooperative
whose prime objectives are to provide
employment to its members and to operate an
enterprise in which control rests with the
members.
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| Requirements
of articles
|
(2) The articles of a worker cooperative
must provide that
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(a) no person may be admitted to
membership unless the person is an
individual and an employee of the
cooperative; and
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(b) the maximum membership investment
payable by a person to be a member may not
be more than fifty per cent of their expected
annual salary during the first year of their
membership, unless any amount in excess
of that amount is also paid equally by all
persons who are members.
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| Non-member
employees
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(3) Despite subsection (2), a worker
cooperative may provide employment to
non-members if, not later than five years after
the incorporation of the cooperative or the
acquisition of a business by the cooperative,
not less than seventy-five per cent of its
permanent employees or those of any entity
controlled by it are members.
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| Permanent
employees
|
(4) For the purpose of subsection (3), the
following persons are not permanent
employees:
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(a) a person who is employed on a
probationary period of less than three years;
or
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(b) a person who is under contract for a
period of less than two years.
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| By-laws
|
360. (1) The by-laws of a worker
cooperative must include
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(a) any obligation of a member to provide
capital to the cooperative, which capital, if
required, must be applied fairly to all
members;
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(b) subject to subsections (2) and (3), the
manner in which the membership of a
member may be terminated;
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(c) the procedure for allocating, crediting or
distributing any surplus earnings of the
cooperative, including that not less than
fifty per cent of those earnings must be paid
on the basis of the remuneration earned by
the members from the cooperative or the
labour contributed by the members to the
cooperative;
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(d) the period of probation of an applicant
for membership, which may not be longer
than three years;
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(e) how work is to be allocated;
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(f) a provision for the laying off or
suspending of members when there is a lack
of work; and
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(g) a provision for the recall of members to
work.
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| Termination
of
membership
|
(2) If the by-laws provide that membership
is to be terminated by the directors, the
by-laws must include a right of appeal to the
members. Despite section 40, the by-laws may
require that an appeal from the decision of the
directors may only be launched within seven
days after the member receives notice of the
termination of membership.
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| Laid-off
member
|
(3) A temporary lay-off of a member does
not result in termination of their membership.
After a member has been laid off and two years
have elapsed after the date of the lay-off
without the member having resumed
employment with the cooperative, the
directors or the members may, in accordance
with the by-laws, terminate the membership
of the member.
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| Confirmation
on appeal
|
(4) A decision of the directors to terminate
the membership of a member is confirmed if
the members, at a duly called meeting of the
members, do not reverse the directors'
decision.
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| Deemed
confirmation
|
(5) If a meeting of the members is duly
called to consider the appeal of a terminated
member and a quorum of members is not
available for the meeting, the directors must
call a second meeting to be held, despite
section 52, not later than seven days after the
first meeting. If, at the second meeting, there
is no quorum of members, the decision of the
directors is deemed to be confirmed.
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| Name
|
361. (1) The articles of a worker
cooperative must provide that the name of the
worker cooperative include the words
``worker cooperative'', ``worker
co-operative'', ``worker co-op'',
``coopérative de travailleurs'', ``coop de
travailleurs'', ``co-op de travailleurs'',
``coopérative de travail'', ``coop de travail'' or
``co-op de travail''.
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| Directors
|
(2) Despite anything in this Act,
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(a) not less than eighty per cent of the
directors of a worker cooperative must be
members that are employees of the
cooperative; and
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(b) the general manager of a worker
cooperative may be a director.
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|
Reorganiza-
tion
|
(3) A worker cooperative may not be a party
to a fundamental change to which Part 16
applies unless the change is authorized by a
vote of not less than ninety per cent of the
members.
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| Dissolution
|
(4) Unless otherwise provided in the
articles, on dissolution of a worker
cooperative, not less than twenty per cent of
the surplus of the cooperative, after the
payment of its liabilities, must be distributed
to another cooperative, a non-profit entity or
a charitable entity before any distribution is
made to a member or shareholder.
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| Notice to
members,
shareholders
and directors
|
362. (1) A notice or document required by
this Act, the regulations, the articles, the
by-laws or a unanimous agreement to be sent
to a member, shareholder or director may be
sent to
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(a) the member at the member's latest
address as shown in the records of the
cooperative;
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(b) the shareholder at the shareholder's
latest address as shown in the records of the
cooperative or its transfer agent; and
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(c) the director at the director's latest
address as shown in the records of the
cooperative or in the last notice sent under
section 81 or 91.
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| Effect of
notice
|
(2) A director named in a notice sent by a
cooperative to the Director under section 81 or
91 is presumed for the purposes of this Act to
be a director of the cooperative referred to in
the notice.
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| Deemed
receipt
|
(3) A notice or document sent in accordance
with subsection (1) to a member, shareholder
or director is deemed to have been received
seven days after it was sent unless there are
reasonable grounds to believe that the
member, shareholder or director did not
receive the notice or document at that time or
at all.
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| Undelivered
notice
|
(4) If a cooperative sends a notice or
document to a member or shareholder in
accordance with subsection (1) and the notice
or document is returned on two consecutive
occasions because the member or shareholder
cannot be found, the cooperative is not
required to send any further notices or
documents to the member or shareholder until
the cooperative is informed in writing of their
new address.
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| Notice to a
cooperative
|
363. (1) A notice or document that is
required to be sent to a cooperative may be
sent to the cooperative's registered office
shown in the last notice of registered office
filed with the Director and, if so sent, is
deemed to have been received seven days after
it was sent unless there are reasonable grounds
to believe that the cooperative did not receive
the notice or document at that time or at all.
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| Service on a
cooperative
|
(2) A notice or document that is required to
be served on a cooperative may be served on
it at the cooperative's registered office shown
in the last notice of registered office filed with
the Director.
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| Waiver of
notice
|
364. When a notice or document is required
by this Act or the regulations to be sent, the
sending of the notice or document may,
subject to a unanimous agreement, be waived
or the time for the notice or document may be
waived or abridged at any time with the
consent in writing of the person who is entitled
to it.
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|
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|
|
| Certificate of
Director
|
365. (1) When this Act requires or
authorizes the Director to issue a certificate or
to certify a fact, the certificate must be signed
by the Director or by a Deputy Director
authorized under section 371.
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| Evidence
|
(2) Except in a proceeding under section
312 to dissolve a cooperative, a certificate
referred to in subsection (1) or a certified copy
of one, when introduced as evidence in a civil,
criminal, administrative, investigative or
other action or proceeding, is conclusive proof
of the facts so certified without proof of the
signature or official character of the person
appearing to have signed it.
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|
| Certificate of
cooperative
|
366. (1) A certificate that is issued on behalf
of a cooperative stating a fact that is set out in
the articles, the by-laws, a unanimous
agreement or the minutes of the meetings of
the directors, a committee of directors, the
members or the shareholders, or in a trust
indenture or other contract to which the
cooperative is a party, may be signed by a
director, officer or transfer agent of the
cooperative.
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| Proof
|
(2) When introduced as evidence in a civil,
criminal, administrative, investigative or
other action or proceeding, the following
things are, in the absence of evidence to the
contrary, proof of the facts so certified without
proof of the signature or official character of
the person appearing to have signed the
certificate:
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(a) a fact stated in a certificate referred to in
subsection (1);
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(b) a certified extract from a securities
register or a members' register of a
cooperative; and
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|
|
(c) a certified copy of minutes or certified
extract from minutes of a meeting of
members, shareholders, directors or a
committee of directors.
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|
| Security
certificate
|
(3) An entry in a securities register of, or a
security certificate issued by, a cooperative is,
in the absence of evidence to the contrary,
proof that the person in whose name the
security is registered is the owner of the
securities described in the register or
certificate.
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|
| Membership
certificate
|
(4) An entry in a members' register of, or a
certificate of membership or a membership
share certificate issued by, a cooperative is, in
the absence of evidence to the contrary, proof
that the person whose name appears in it or on
it is a member or owns the membership shares
as set out in the membership share certificate
or the register.
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|
| Signature of
declarations
|
367. (1) A declaration of the directors
provided to the Director in accordance with
subsection 285(4) or (5), 287(1), 291(1),
299(2) or 308(2) is sufficient if it is signed by
a director or officer authorized to do so by
resolution of the directors.
|
|
| Director may
rely on
declarations
|
(2) The Director may, for all purposes of
this Act, rely on a declaration provided under
paragraph 10(d) or (e) or a declaration of the
directors referred to in subsection (1).
|
|
| Copies
|
368. (1) When a notice or document is
required to be sent to the Director under this
Act, the Director may accept a photostatic or
photographic copy of it.
|
|
| Electronic or
other
submission of
documents,
information or
fees
|
(2) Subject to the regulations, a document,
information or a fee that is authorized or
required to be submitted to the Director under
this Act may be submitted in electronic or
other form in any manner fixed by the
Director.
|
|
| Time of
receipt
|
(3) For the purposes of this Act, a document,
information or a fee that is submitted in
accordance with subsection (2) is deemed to
have been received by the Director at the time
provided by the regulations.
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|
| Storage of
documents or
information in
electronic or
other form
|
(4) Subject to the regulations, a document
or information that is received by the Director
under this Act in electronic or other form may
be entered or recorded by an information
storage device, including a system of
mechanical or electronic data processing, that
is capable of reproducing stored documents or
information in intelligible form within a
reasonable time.
|
|
| When notices
or documents
need not be
sent
|
369. The Director may, on any conditions
that the Director considers appropriate,
determine that notices or documents or classes
of notices or documents need not be sent to the
Director under this Act if they are notices or
documents that contain information similar to
information contained in notices or
documents required to be made public under
any other Act of Parliament or under an Act of
the legislature of a province.
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|
| Proof required
by Director
|
370. (1) The Director may require that a
document or a fact stated in a document
required by this Act or the regulations to be
sent to the Director be verified in accordance
with subsection (2).
|
|
| Form of proof
|
(2) A document or fact that the Director
requires to be verified may be verified by
affidavit or by statutory declaration under the
Canada Evidence Act before any
commissioner for oaths or for taking
affidavits.
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