Co-operative Associations Act

CHAPTER 98

OF THE

REVISED STATUTES, 1989

If you are searching this statute, note that it consists of two documents.

Short title

1 This Act may be cited as the Co-operative Associations Act. R.S., c. 98, s. 1.

Interpretation

2 In this Act,

(a) "Association" means an association incorporated under this Act and an association to which this Act applies;

(b) "board" means the board of directors of an association;

(c) "by-laws" means the by-laws made by an association;

(d) "co-operative basis" means the carrying on of an enterprise organized, operated and administered in accordance with the following principles and methods:

(i) each member or delegate has only one vote,

(ii) no member or delegate may vote by proxy,

(iii) interest or dividends on share or loan capital is limited to the percentage fixed in the articles of incorporation, or by-laws of the association,

(iv) the enterprise is operated as nearly as possible at cost after providing for reasonable reserves and the payment or crediting of interest or dividends on share or loan capital, and any surplus funds arising from the business of the organization, after providing for such reasonable reserves or dividends, unless used to maintain or improve services of the organization for its members or donated for community welfare or the propagation of co-operative principles, are distributed in whole or in part among the members or the members and patrons of the organization in proportion to the volume of business they have done with or through the organization, and

(v) the shares in the capital stock of a co-operative association except for those referred to in Section 20, do not have attached any special preferences, rights, conditions, restrictions, limitations or prohibitions either by the articles of incorporation, amalgamation agreement, certificate of incorporation or of amalgamation, by-laws or otherwise, and shall not be redeemed at more than par value or purchased by the association at less than par value without the approval of the Inspector;

(e) "extraordinary resolution" means a resolution that has been passed by a majority of not less than three fourths of the votes cast by such members of the association entitled to vote as are present in person at a special or annual meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been given in the manner provided by the by-laws, has been approved by the Inspector and filed with the Registrar;

(f) "immediate family", when used to indicate a relationship with any person, means

(i) any spouse or child of the person,

(ii) any relative of the person, or

(iii) any relative of the spouse of the person,

if that spouse, child or relative is living in the same home as the person;

(g) "Inspector" means the Inspector of co-operative associations and includes any person authorized by the Minister to perform the duties of the Inspector in his absence or incapacity or when the office of Inspector is vacant;

(h) "loan capital" includes a sum contributed to an association by a member, in his capacity as a member,

(i) by way of contributions to capital otherwise than by the purchase of shares or the making of loans under Section 35, or

(ii) by allocation or payment pursuant to Section 38 or pursuant to an enactment, of net earnings or other sums available for distribution to members;

(i) "member" means a person, association, society, partnership, corporation or institution that pursuant to the by-laws of an association is a member of the association and, in any case, includes a person who has subscribed to the articles of incorporation;

(j) "Minister" means the Minister of Industry, Trade and Technology or other member of the Executive Council who has the general administration of this Act;

(k) "officer" includes a president, chairman, secretary, treasurer, member of a board of directors or other person empowered under this Act, the regulations or the by-laws to give directions relating to the business of the association;

(l) "Registrar" means the Registrar of Joint Stock Companies and includes the Deputy Registrar or such person as the Governor in Council may from time to time authorize to perform the duties of the Registrar;

(m) "regulations" means regulations made by the Governor in Council pursuant to this Act. R.S., c. 98, s. 2.

Purpose of Act

3 The purpose of this Act is to provide for the incorporation, inspection, examination and supervision of associations whose primary purpose is to provide service to its members and which belong to the people who use the services, the control of which rests equally with all the members, and the gains from which are distributed among the members in proportion to the use they make of the services. R.S., c. 98, s. 3.

Application of Act

4 (1) This Act applies to all associations incorporated under this Act and to all associations to which Chapter 57 of the Revised Statutes, 1967, the Co-operative Associations Act, applied before the first day of August, 1977.

Companies Act does not apply

(2) The Companies Act does not apply to an association. R.S., c. 98, s. 4.

Appointment of Inspector

5 (1) The Governor in Council may appoint such inspectors of co-operatives as are necessary for the administration of this Act.

Duties

(2) The Inspector

(a) shall examine the articles of incorporation and by-laws of all proposed associations desiring to be incorporated under this Act, inquire into the conditions under which any proposed association is intended to operate and approve or refuse to approve any articles and by-laws;

(b) may of his own motion, and shall, upon requisition in writing signed by fifty members or ten per cent of the members of the association, whichever is the lesser number, investigate, inspect, inquire and examine into the affairs and business of any association and report thereon to the board or to the members, or to both, whichever in his opinion is appropriate;

(c) shall receive and file all returns and reports made by each asssociation [association] pursuant to this Act;

(d) shall prepare and deliver to the Minister each year in such form as he may require a report showing the number of associations operating in the Province and the financial standing of each association;

(e) shall report annually to the Minister respecting associations in the Province;

(f) shall perform such other duties as may be required under this Act and as the Minister may from time to time direct.

Examination on oath

(3) The Inspector may examine on oath the officers, agents and servants of any association in relation to its affairs and business and it shall be the duty of such officers, agents and servants to produce to the Inspector at his request any or all of the books and documents in their custody and power.

Offence and penalty

(4) Failure of a person to produce upon request of an Inspector any book or document or failure to answer any question relating to the affairs or business of the association shall constitute an offence against this Act and a person found guilty shall be liable on summary conviction to a penalty not exceeding one hundred dollars in respect of each offence. R.S., c. 98, s. 5.

Formation of association

6 Any three or more persons of the age of majority or any two or more associations may, by subscribing their names to articles of incorporation in the form contained in the Schedule to this Act and otherwise complying with the requirements of this Act respecting incorporation, form an association for the purpose of establishing and carrying on, on a co-operative basis, any lawful business, enterprise or service, other than that of a banking, a loan, a trust or an insurance company, either with or without capital divided into shares, that is to say either

(a) an association with capital divided into shares having the liability of its members limited by the articles of incorporation to the amount, if any, unpaid on the shares respectively held by them, in this Act termed as "an association limited by shares"; or

(b) an association without capital divided into shares having the liability of its members limited by the articles of incorporation to the amount, if any, unpaid on the membership fee which each member undertakes to contribute to the association, in this Act termed "an association limited by membership". R.S., c. 98, s. 6.

Association limited by shares

7 In the case of an association limited by shares,

(a) the articles of incorporation shall state

(i) the name of the association with the word "Co-operative" as a part of its name and with "Limited" as the last word in its name,

(ii) the objects of the association,

(iii) that the liability of the members is limited, and

(iv) the par value of the shares;

(b) no subscriber to the articles of incorporation may subscribe for less than one share; and

(c) each subscriber shall write opposite his name the number of shares he subscribes for and his address. R.S., c. 98, s. 7.

Association limited by membership

8 In the case of an association limited by membership,

(a) the articles of incorporation shall state

(i) the name of the association with the word "Co-operative" as a part of its name and with "Limited" as the last word in its name,

(ii) the objects of the association,

(iii) that the liability of the members is limited, and

(iv) that amount of annual or other periodic membership fee as is prescribed by the by-laws;

(b) each subscriber shall write his address opposite his name. R.S., c. 98, s. 8.

List of provisional directors

9 Articles of incorporation shall contain or be accompanied by a list of the names and addresses of not fewer than three persons to be provisional directors of the association and to hold office as such until the first meeting of members following incorporation of the association. R.S., c. 98, s. 9.

Signing of articles of association

10 The articles of incorporation shall be signed by each subscriber in the presence of at least one witness, each of whom shall sign his name and write his address. R.S., c. 98, s. 10.

Permitted names

11 (1) Notwithstanding Sections 7 and 8, an association

(a) may have the word "Co-opérative" or "co-opérative" as part of its name in place of the word "Co-operative";

(b) may have the word "Limitée" or the contraction "Ltd" or the contraction "Ltée" as the last word in its name in place of the word "Limited".

Restriction on use of "co-operative"

(2) No person doing business in the Province shall use the word "co-operative" or any abbreviation or derivation thereof as part of its name with respect to its services or its method of conducting business or hold itself out to the public in advertisements, literature, signs, announcements or in any other manner to be co-operative unless

(a) incorporated under or subject to this Act;

(b) incorporated by or under the Canada Cooperative Associations Act;

(c) incorporated by or under an Act of the legislature of a province that authorizes either expressly or by implication the use of the word "co-operative"; or

(d) incorporated by or under an Act of the Legislature that authorizes either expressly or by implication the use of the word "co-operative". R.S., c. 98, s. 11.

Documents filed with Inspector

12 (1) Two copies of the articles of incorporation, together with a deposit of the fees payable to the Registrar, set out in the Schedule to this Act and two copies of the by-laws signed by the subscribers to the articles of incorporation shall be submitted to the Inspector, who on approval thereof shall endorse thereon a certificate to that effect, dated and signed by him, and shall thereupon transmit to the Registrar one copy of the articles of incorporation and one copy of the by-laws.

Where Inspector does not approve articles

(2) If the Inspector does not approve the articles of incorporation and by-laws he shall return them together with the deposit to the proposed association with a statement of his reasons for not approving them.

Appeal to Minister

(3) A subscriber who is dissatisfied with the refusal of the Inspector to approve articles of incorporation and by-laws may, within thirty days of the refusal, appeal to the Minister who may confirm, vary or reverse the decision of the Inspector. R.S., c. 98, s. 12.

Articles registered by Registrar

13 (1) Subject to subsection (2), on receipt of articles of incorporation and by-laws duly approved by the Inspector or the Minister in case of appeal, the Registrar shall register them.

Refusal to register articles

(2) The Registrar shall not register articles of incorporation and by-laws of an association

(a) whose name is identical with that of any other subsisting association or company incorporated or otherwise, or so nearly resembling the same as to be calculated to deceive except where such subsisting association or company is in the course of being dissolved and testifies its consent in such manner as the Registrar requires;

(b) without the consent of the Governor in Council whose name contains the words "Royal" or "Imperial" or which in the opinion of the Registrar suggests or is calculated to suggest the patronage of Her Majesty or any member of the Royal Family or connection with Her Majestys Government or any department or agency thereof; or

(c) whose name is otherwise objectionable. R.S., c. 98, s. 13.

Registrar to certify incorporation

14 (1) On registration of articles of incorporation and by-laws the Registrar shall certify under his hand that the association is incorporated under this Act.

Certificate as conclusive evidence

(2) A certificate of incorporation given by the Registrar in respect of any association shall be conclusive evidence that all the requirements of this Act respecting incorporation have been complied with and that the association is incorporated under this Act.

Subscribers are body corporate

(3) From the date of incorporation mentioned in the certificate of incorporation the subscribers to the articles of incorporation together with such other persons as may from time to time become members of the association shall be a body corporate by the name mentioned in the certificate of incorporation, capable forthwith of exercising all the functions of an incorporated association and having perpetual succession and a common seal with power to hold lands, but with such liability on the part of the members to contribute to the assets of the association in the event of its being wound up as is mentioned in this Act. R.S., c. 98, s. 14.

Articles and by-laws bind association and members

15 The articles of incorporation and by-laws bind the association and the members thereof to the same extent as if they respectively had been signed and sealed by each member, his heirs, executors and administrators, to observe all the provisions of the articles and of the by-laws subject to this Act. R.S., c. 98, s. 15.

Powers of association

16 Every association shall have, in addition to the acts and things included in the objects set out in its articles of incorporation, all power and capacity, as if the same were included among the purposes and objects set out in its articles of incorporation, necessary to enable it to

(a) buy, sell, grow, produce, manufacture, repair, alter, exchange, store, and deal in all articles or things within the scope of its objects as set forth in its articles of incorporation;

(b) purchase, take on lease or in exchange, hire or otherwise acquire or hold any real or personal property which the association may deem necessary or convenient for the purpose of its business;

(c) subject to the approval of the Inspector or with the sanction of an extraordinary resolution, sell, mortgage, lease or otherwise dispose of the property or undertakings of the association or any part thereof;

(d) subject to the approval of the Inspector or the sanction of an extraordinary resolution, guarantee the performance of obligations or contracts of any other person and, as security for such guarantee, charge the whole or any part of the property of the association;

(e) construct, improve, maintain, develop, work, manage, carry out or control any roads, ways, sidings, factories, warehouses, tanks, shops, stores and other works and conveniences which may seem calculated directly or indirectly to advance the interests of the association, and contribute to, subsidize or otherwise assist or take part in the construction, improvement, maintenance, working management, carrying out or control thereof;

(f) undertake and carry on all kinds of businesses or operations with the marketing, buying, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling or utilizing of any product, or the manufacturing or marketing of the by-products thereof;

(g) acquire or hire supplies, machinery or equipment, and make provision for the sale or hire, or for the extension of the use of the same to its members or patrons;

(h) with the sanction of an extraordinary resolution, acquire or undertake the whole or any part of the business, property, liabilities and undertaking of any other association, person, company or society, carrying on any business which the association is authorized to carry on, or possessed of property suitable for the purpose of the association;

(i) with the sanction of an extraordinary resolution, take or otherwise acquire and hold shares, stock, debentures or take securities of or acquire and hold membership in any other company, association or society incorporated under any Act of any province of Canada or under any Act of the Province or of Canada having objects wholly or in part similar to those of the association, and sell or otherwise deal with the same;

(j) subject to the approval of the Inspector, enter into any agreement for co-operation, joint adventure, reciprocal concession or otherwise with any other association, with any person or company, having objects wholly or in part similar to the objects of the association or engaged in any business or enterprise capable of being conducted so as directly or indirectly to benefit the association;

(k) enter into arrangements with any authorities, governmental, municipal, local or otherwise, that may seem conducive to the attainment of the associations objects, or any of them, and obtain from such authority any rights, privileges and concessions which the association may have capacity to receive and may think desirable to obtain, and carry out, exercise and comply with any such arrangements, rights, privileges and concessions;

(l) establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the association or its predecessors in business, or the dependents or relatives of such persons, and grant pensions and allowances, and make payments towards insurance, and subscribe or guarantee money for charitable or benevolent objects, or for any public, general or useful object;

(m) draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments;

(n) borrow and secure the payment of money in accordance with the provisions set forth in the by-laws and upon such terms and conditions as the board of directors may from time to time determine;

(o) invest the money of the association not immediately required in the business of the association in such manner as may from time to time be determined by the board of directors acting honestly and in good faith with a view to the best interest of the association and exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

(p) take or hold mortgages, hypothecs, liens and charges to secure payment of the price of any part of the property of the association of whatever kind sold by the association or any money due to the association from purchasers and others and assign or otherwise dispose of the said mortgages, hypothecs, liens and charges;

(q) carry on, encourage and assist educational and advisory work relating to co-operative activities;

(r) enlarge the area of its operations by the establishment of branches or other means subject to this Act with respect to the establishment of branches;

(s) accept money on deposit from its members for future purchase of goods or services by the members, provided that an association accepting deposit money from its members shall keep such money available to the member or at his demand;

(t) generally carry on or undertake any business which may seem capable of being conveniently carried on or undertaken in connection with the business of the association, or calculated directly or indirectly to enhance the value of or render profitable any property or rights of the association;

(u) do all or any of the above things as principal, agent, contractor or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others;

(v) do all other things which are incidental or conducive to the attainment of the objects and the exercise of the powers of the association;

(w) with the authority of an extraordinary resolution and with the approval of the Minister, apply for a certificate of continuation which will permit the co-operative to continue as a corporation to which an Act of the Parliament of Canada applies. R.S., c. 98, s. 16.

Political contributions prohibited

17 No association may make any contribution either in money or in kind, either directly or indirectly, to any association or organization of any description which has for its objects or for one of its objects the furtherance of the interests of any political party. R.S., c. 98, s. 17.

Association may amend articles

18 (1) An association, with the sanction of an extraordinary resolution, may alter or amend its articles of incorporation with respect to the objects of the association so far as may be required to enable it to

(a) carry on some business which under existing conditions may conveniently or advantageously be combined with the business of the association;

(b) restrict or abandon any of the objects or powers in the articles or in Section 16; or

(c) enlarge or change the area of its operations.

Amendment of articles by extraordinary resolution

(2) An association, with the sanction of an extraordinary resolution, may alter or amend its articles of incorporation with respect to the qualifications for admission of members.

Certificate as conclusive evidence

(3) A certificate of the Registrar that a certified copy of such extraordinary resolution has been filed together with a copy of the articles as altered shall be conclusive evidence that all the requirements of this Act with repect [respect] to the alteration of the articles have been complied with and thenceforth the articles as altered shall be the articles of the association. R.S., c. 98, s. 18.

Change of name

19 (1) Subject to the provisions of Section 13 and with the approval of the Registrar, an association may, by extraordinary resolution, change its name and in the extraordinary resolution fix the date on which the change of name will become effective, and, if such approval is given, the Registrar shall on the date on which the change of name becomes effective enter the new name on the register in place of the former name and shall issue a certificate of incorporation altered to meet the circumstances of the case.

Registrar may direct name change

(2) If an association through inadvertence or otherwise is or has been registerd [registered] by a name

(a) identical with that of any other subsisting association or company incorporated or unincorporated, or which the Registrar deems so nearly to resemble the same as to be calculated to deceive, or contains any words prohibited under Section 13 except in a case in which such consent as aforesaid has been given; or

(b) which the Registrar deems to be otherwise objectionable by reason of this Section or otherwise,

the association shall, upon the direction of the Registrar, change its name, and if any association fails to change its name within two months after being so directed, the Registrar may change its name to any name he deems to be unobjectionable and upon the change being made the Registrar shall issue a new certificate of incorporation altered to meet the circumstances of the case.

Rights or obligations not affected by name change

(3) No alteration of the name of an association shall affect the rights or obligations of the association or render defective any legal proceedings instituted or to be instituted by or against the association and any legal proceedings may be continued or commenced against the association by its new name that might have been continued or commenced against the association by the former name. R.S., c. 98, s. 19.

Prohibition on preference shares

20 (1) Except those associations already authorized to issue preference or preferred shares before the coming into force of this Act, an association shall not issue preference or preferred shares.

Redemption

(2) No preference shares shall be redeemed or purchased by an association except out of earnings of the association which would otherwise be available for dividends.

Balance sheet

(3) There shall be included in every balance sheet of an association which has issued preference shares a statement specifying what part of the capital of the association consists of such shares.

Terms of redemption

(4) Where an association has issued preference shares which by the provisions attaching thereto may be redeemed or purchased by the association, the association may, subject to this Section, redeem or purchase such shares on such terms and in such manner as may be provided by the by-laws of the association and by the provisions attaching to the said shares.

Notice to Inspector of redemption

(5) Where any such preference shares have been redeemed or purchased by the association, it shall, within one month after so doing, give notice thereof to the Inspector, specifying the number and value of shares so redeemed or purchased and in the amount at which each share was so redeemed or purchased. R.S., c. 98, s. 20.

Regulations

21 (1) The Governor in Council may make regulations not inconsistent with this Act and such regulations shall apply to every association.

By-laws

(2) An association may make by-laws not inconsistent with this Act or the regulations.

By-laws bind members

(3) The by-laws when approved by the Inspector and filed with the Registrar bind the members of the association to the same extent as if they had been signed and sealed by each member and contain covenants on the part of each member, his heirs, executors, administrators and successors to observe the by-laws subject to this Act. R.S., c. 98, s. 21.

Registered office

22 Every association shall have a registered office in the Province, to which all communication and notices may be addressed. R.S., c. 98, s. 22.

Notice to Inspector and Registrar

23 An association shall give to the Inspector and the Registrar notice of the place of the registered office and of any changes therein within twenty-eight days after the date of the incorporation of the association or of the change, as the case may be. R.S., c. 98, s. 23.

Register of members

24 (1) Every association shall keep a register of members and enter therein the following particulars in respect of each member:

(a) the names and addresses of members;

(b) the date at which each person became a member;

(c) the date at which each person ceased to be a member; and

(d) the name and address of each person nominated by a member as his beneficiary and the date of the nominations.

Share register

(2) Every association having share capital shall keep a share register and enter therein a statement of the shares held by each member and of the amount paid and agreed to be considered as paid by the member.

Location of membership register

(3) The register of members shall be kept at the registered office of the association and shall, subject to such reasonable restrictions as the association may in general meeting impose, be open to the inspection of any member free of charge.

Location of share register

(4) The share register shall be kept at the registered office of the association and, subject to such reasonable restrictions as the association may in general meeting impose, a shareholder may inspect the portion of the register in which particulars of his share holdings are entered.

Registers prima facie proof of facts

(5) The register of members and the share register shall be prima facie evidence of the facts set forth therein. R.S., c. 98, s. 24.

Application for membership

25 Application for membership in any association shall be made in writing to the board of directors and no application for membership shall be accepted and no allotment, assignment or transfer of a share or membership shall be valid unless and until approved by the board of directors in accordance with the provisions set forth by the by-laws of the association. R.S., c. 98, s. 25.

Money payable as debt due

26 (1) All money payable by a member to an association shall be a debt due from the member to the association and is recoverable as such.

Association has charge for debt due

(2) An association has a charge upon the shares or interest in the capital and on the deposits of a member or past member, and upon any dividend, bonus or accumulated funds payable to a member or past member, in respect of any debt due from that member or past member to the association, and may set off any sum credited or payable to the member or past member in or toward payment of any such debt. R.S., c. 98, s. 26.

Shares paid for by instalment

27 Any share may be paid for by instalments at such times and in such manner as may be provided by the by-laws, but no member shall be entitled to draw from surplus anything based on more than the paid-up portion of his shares. R.S., c. 98, s. 27.

Designation of beneficiary

28 (1) A member of an association who has attained the age of majority may, by writing under his hand, delivered at or sent to the registered office of the association nominate any person to whom his shares, loan capital, deposits or other interest in the association shall be transferred at his decease and may from time to time revoke or vary the nomination by writing under his hand similarly delivered or sent.

Shares are transferable

(2) Subject to approval of the board, the shares affected by the nomination shall be transferable to the nominee although the by-laws of the association declare its shares to be generally not transferable.

Transfer by directors after death

(3) Upon receiving satisfactory proof of the death of a member

(a) who had filed a nomination pursuant to subsection (1); and

(b) whose shares, loan capital, deposits and other interest do not at the date of his death exceed in value a total of five hundred dollars,

if no executor or administrator of the estate of such member is appointed within six months from the date of his death, the directors may either transfer such shares, loan capital, deposits and other interest in the manner directed by the nomination or, at their option, pay to the person entitled thereunder the full value of the same.

Where member dies intestate

(4) If a member of an association entitled at his death to an interest in the association of a total value of not more than five hundred dollars in respect of shares, loan capital, deposits and other interest dies intestate and without having made a nomination under this Act which remains unrevoked at his death and if no administrator of the estate of such member is appointed within six months of his death the directors may transfer such shares, loan capital, deposits and other interest or, at their option, pay the value thereof to or among the persons who appear to a majority of the directors, upon such evidence as they may deem satisfactory, to be entitled by law to receive the same.

Will revokes nomination

(5) Where a member who had made a nomination under subsection (1) subsequently makes a will that is inconsistent with the nomination and is unrevoked at the time of his death the will operates as a revocation of the nomination. R.S., c. 98, s. 28.

Withdrawal of members

29 (1) A member may, in the manner prescribed by the by-laws and with the approval of the board of directors, withdraw from membership in the association, whereupon he shall, subject to the regulations and the by-laws, be entitled to a refund of any amount held to his credit in share capital or otherwise in the association and upon which the association has no charge or other lawful claim but

(a) the board of directors may require notice not exceeding six months of any proposed withdrawal of a members capital or other equity;

(b) if the value of the shares as determined by the directors and approved by the Inspector is less than par, the board of directors shall have the right to refund to a withdrawing member only such proportion of the par value of his shares as may appear to it to be just and reasonable;

(c) the association shall not be required to permit the withdrawal of a members capital or other interest at any time when in the opinion of the board of directors such withdrawal would impair the financial stability of the association.

Exclusion of member

(2) A member who fails in the observance of any of the regulations or the by-laws of the association may, by resolution of the board of directors, be excluded from membership in the association whereupon he shall be entitled to a refund of any amount held to his credit in share capital or loan capital and deposits and upon which the association has no lien or other lawful claim but

(a) notice shall be sent by the board of directors by registered mail to such member to his last known address setting forth a date not sooner than one month after the date of mailing the notice upon which he is to be excluded from membership in the association and stating the reasons therefor;

(b) the member so notified, if he is not satisfied with the decision of the board, may at any time before the date upon which it is proposed that he is to be excluded from membership in the association request the board to place the matter on the agenda for consideration by the membership during the next special or general meeting of the members; and

(c) the member who has been notified that he is to be excluded from the association shall have the right to appear personally before the meeting to give reasons why he should not be excluded after which the question shall be submitted to a vote of the meeting and the decision of the meeting thereon shall be final. R.S., c. 98, s. 29.

Organizational meeting

30 (1) Every association shall hold an organizational meeting within four months from the date of incorporation, and thereafter an annual meeting of every association shall be held not later than four months after the end of each fiscal year.

Special meeting called by Inspector

(2) When default has been made in holding an organizational meeting or an annual meeting of the association in accordance with this Section, the Inspector may call, or direct the calling of, a special meeting of the association.

Calling of special meeting

(3) A special meeting may be called at any time in the manner set forth in the by-laws of the association.

Notice of meeting

(4) The notice calling an annual or special meeting of the association shall be in such form and given in such manner as may be set forth in the by-laws. R.S., c. 98, s. 30.

Member has only one vote

31 (1) At all meetings of an association a member shall have one vote only on any question regardless of the number of shares held by him and, excepting where provision is made for representation by delegates, no member may vote by proxy.

Appointment of delegates

(2) Whenever by virtue of the by-laws of an association provision has been made for the nomination and appointment of delegates to an annual or special meeting, the members who have so nominated or appointed delegates shall not thereafter so long as such nomination or appointment remains in force exercise the power of membership at any annual or special meeting and any reference in this Act to members shall with respect to the exercise of such power be deemed to be a reference to delegates.

Election of directors

(3) Whenever by virtue of the by-laws of an association provision is made for the election of directors of the association by members or delegates voting by districts, directors so chosen shall be deemed elected by all the members or delegates attending the said meeting to the same extent as if all the members or delegates had been present at such meeting.

Delegate to another association meeting

(4) An association, if it is a member of another association formed under this Act or of an association to which this Act applies, or if not inconsistent with the Canada Cooperative Associations Act or an association formed or incorporated under that Act, may, in accordance with the provisions of its by-laws, authorize such person as it thinks fit to act as its delegate at any meeting of such association or company, and a person so authorized shall be entitled to exercise the same powers on behalf of the association which it represents as that association could exercise if it were an individual member.

Minutes of meeting

(5) Every association shall cause minutes of all proceedings of annual or special meetings to be entered in a book kept for that purpose and any such minutes if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

Location and inspection of books

(6) The books containing the minutes of proceedings of any annual or special meeting of an association shall be kept at the registered office of the association and shall, during at least two hours in each business day, be open to the inspection of any member without charge. R.S., c. 98, s. 31.

Copy of extraordinary resolution

32 (1) A copy of every extraordinary resolution duly certified by the secretary of the association shall, within fifteen days from the passing thereof, be forwarded to the Inspector, who upon approval thereof shall transmit the resolution to the Registrar who shall file the same.

Where Inspector does not approve resolution

(2) If the Inspector does not approve the extraordinary resolution, he shall return the same to the association with a statement of his reasons for not approving thereof.

Validity of resolution

(3) An extraordinary resolution shall not be valid unless and until it is filed with the Registrar. R.S., c. 98, s. 32.

Provincial directors

33 (1) The articles of incorporation of an association shall include or be accompanied by a list of the names and addresses of not fewer than three and not more than seven persons to be provisional directors of the association and the persons so named shall hold office until a board of directors is elected pursuant to subsection (2).

Board of directors

(2) The members of every association shall within four months after the date of its incorporation elect a board of directors of such number of members and in such manner and for such term as are provided in the regulations, but in no case shall the board of directors be fewer than three duly qualified members.

Board to manage affairs of association

(3) Subject to the regulations and by-laws, the affairs of an association shall be managed by the board of directors.

Powers and duties of directors

(4) The qualifications, powers and duties of the directors shall be as set forth in the regulations and by-laws.

Failure of director to qualify

(5) If a director fails to qualify himself for the office of director in accordance with the regulations and by-laws within two months after the date of his election or if he fails in the discharge of any of the duties of his office, the board of directors may declare his office vacant and the vacancy so created shall be filled by appointment by the remaining directors until the date of the next annual meeting or until such other date as may be fixed by the by-laws.

Removal of director

(6) At any annual meeting or at a special meeting called for the purpose the members of the association by a vote of not less than two thirds of the members who are present and entitled to vote may remove a director from office before his term of office has expired.

Vacancy

(7) If a vacancy occurs in the board of directors by reason of death or resignation or other cause the vacancy so created shall be filled by appointment by the remaining directors until the date of the next annual meeting or until such other date as may be fixed by the by-laws.

Defect in appointment

(8) No act of the board shall be invalid by reason only of a defect in the appointment or qualification of any director or directors.

Minutes

(9) The board of directors shall cause minutes of all proceedings of directors meetings to be entered in a book kept for that purpose and any such minutes if purporting to be signed by the chairman of the meeting at which the proceedings were had or by the chairman of the next succeeding meeting shall be prima facie evidence of the proceedings.

Location and inspection of books

(10) The books containing the minutes of directors meetings shall be kept in the custody of such officer of the association as is designated in the by-laws and shall at least during two hours in each business day be open to the inspection of any director without charge. R.S., c. 98, s. 33.