COOPERATIVES ACT (RSA 2000 cC-28.1)

RSA 2000 cC-28.1

Alberta — Consolidated Statutes

© Published by Alberta King’s Printer Alberta King’s Printer Suite 700, Park Plaza 10611 - 98 Avenue Edmonton, AB T5K 2P7 Phone: 780-427-4952 E-mail: kings-printer@gov.ab.ca Shop on-line at kings-printer.alberta.ca Province of Alberta Office Consolidation Statutes of Alberta, 2001

Chapter C-28.1 Current as of December 7, 2023 COOPERATIVES ACT

Copyright and Permission Statement The Government of Alberta, through the Alberta King’s Printer, holds copyright for all Alberta legislation. Alberta King’s Printer permits any person to reproduce Alberta’s statutes and regulations without seeking permission and without charge, provided due diligence is exercised to ensure the accuracy of the materials produced, and copyright is acknowledged in the following format: © Alberta King’s Printer, 20__.* *The year of first publication of the legal materials is to be completed.

Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law. Amendments Not in Force This consolidation incorporates only those amendments in force on the consolidation date shown on the cover. It does not include the following amendments: 2025 cP-25.5 s237 amends s1(1)(x).

Regulations The following is a list of the regulations made under the Cooperatives Act that are filed as Alberta Regulations under the Regulations Act Alta. Reg. Amendments Cooperatives Act Cooperatives ................................................... 55/2002 ........... 242/2002, 44/2005, 198/2006, 35/2007, 68/2008, 107/2009, 329/2009, 134/2013, 152/2015, 10/2019, NOTE: AR 216/2022 amends 208/2019, 85/2021, 206/2022 206/2022 (216/2022), NOTE: AR 84/2026 comes 98/2023, 33/2025, into force on July 1, 2026 78/2025, 84/2026

1 COOPERATIVES ACT

Chapter C-28.1 Table of Contents 1

Interpretation 2 Cooperative principles

Part 1 Incorporating a Cooperative Division 1 Application to Incorporate 3 Who may incorporat e a cooperative 4 How to apply for incorporation 5 Contents of articles of incorporation 6 Capital structure 7 Conditions for incorporation and Registrar ’s decision Division 2 Bylaws and Amendments to Bylaws 8 Adoption of bylaws 9 Contents of bylaws 1 0 Making or amending bylaws 1 1 Proposal for bylaw 1 2 Effective date of bylaw 1 3 Binding effect of articles and bylaws 1 4 Copies of articles, bylaws and unanimous agreements 1 5 Pre-incorporation contracts Division 3 Cooperative Names and Control over Names 1 6 Names of cooperatives 1 7 Use of other names 1 9 Prohibited names 2 0 Change of name 2 1 Improper use of protected names

Chapter C-28.1 COOPERATIVES ACT 2 Division 4 Legal Capacity and Powers of Cooperatives 2 2 Legal capacity 2 3 Restriction on powers 2 4 Knowledge of articles and bylaws 2 5 Reliance on cooperative ’s records 2 6 No personal liability o f members and shareholders Division 5 Registered Office, Records and Corporate Seal 2 7 Registered office 2 8 Record keeping 2 9 Form of records 3 0 Lists of members and shareholders

Part 2 Membership in Cooperatives Division 1 Becoming a Member 3 2 Bylaws govern membership 3 3 Application for membership 3 4 Right to vote 3 5 Members under 18 years of age Division 2 Cessation of Membership 3 6 Withdrawal of membership 3 7 Redemption of membership shares and loans 3 8 Termination of membership by directors 3 9 Right of appeal 4 0 Appeal to members 4 1 Redemption of member interests 4 2 Termination does not release debts 4 3 Reserve fund for missing members 4 4 Limitation on bylaw 4 5 Termination of inactive membership 4 6 Non-profit housing cooperatives Division 3 Readmission and Transfer of Memberships 4 7 Readmission to membership 4 8 Member interest

Chapter C-28.1 COOPERATIVES ACT 3

Part 3 Meetings 4 9 Regulations

Part 4 Directors and Officers of Cooperatives Division 1 Number, Qualifications and Functions of Directors 5 0 Number of directors 5 1 Member/non-member directors 5 2 Disqualification of director 5 3 Functions of directors 5 4 Duties of directors 5 5 First directors 5 6 Organizational meeting Division 2 Rules for Election of Directors 5 7 Rules for election of directors 5 8 Court review of election Division 3 Terms and Vacancies 6 0 Vacancy on the board of directors 6 1 Board of directors vacant 6 2 Unexpired term of director ’s office 6 3 Right to attend meetings 6 4 Continuation in office Division 4 Resignation and Termination of Directors 6 5 Ceasing to hold office 6 6 Removal of directors 6 7 Resignation statement 6 8 Notice of change Division 5 Meetings and Quorum of Directors 6 9 Place of directors meetings 7 0 Contents of notice 7 1 Waiver of notice 7 2 When notice not required

Chapter C-28.1 COOPERATIVES ACT 4 7 3 Quorum 7 5 Electronic meeting 7 6 Validity of acts 7 7 Resolution in place of directors meeting Division 6 Liability of Directors 7 8 General liability 7 9 Directors ’ liability for wages Division 7 Disclosure of Interests 8 0 What must be disclosed 8 1 When disclosure must be made 8 2 Disclosure of interest by officers 8 3 Access to disclosures 8 4 Modification of procedural requirements 8 5 Voting on contracts and transacti ons when there is a conflict 8 6 Continuing disclosure 8 7 Effect of disclosure 8 8 Court order to set aside transaction 8 9 Appointment of managing director or committee 9 0 Deemed consent of directors 9 1 Defence for directors 9 2 Remuneration Division 8 Officers of a Cooperative 9 3 Types of offices and functions Division 9 Indemnification of Directors and Officers 9 4 Nature of indemnification 9 5 Application to Court to approve indemnity Division 10 Unanimous Agreements 9 6 Restricting powers of directors 9 7 Rights of members 9 8 Provisions for meetings in unanimous agreements 9 9 Financial information when no annual meeting required

Chapter C-28.1 COOPERATIVES ACT 5

Part 5 Capital Structure Division 1 Membership Capital 100 Loan capital 101 Membership shares 102 Issuance to members Division 2 Certificates 103 Issue of membership certificates 104 Authorized capital 105 Fixed or determined value 106 Distribution on dissolution 107 Charge on membership shares for amounts Division 3 Investment Shares 108 Investment shares 109 No-par-value shares 110 Shares in series 111 Pre-emptive right 112 Commissions 113 Charge on investment shares Division 4 Constraints 114 Constraints on shares 115 Election of directors by investment shareholders 116 Amendment of articles Division 5 Corporate Finance 117 Power to issue in vestment shares 118 Payment for investment shares 119 Borrowing 120 Stated capital account 121 Other additions to stated capital account 122 Surplus accounts 123 Shares not assessable 124 Options and rights 125 Reserves

Chapter C-28.1 COOPERATIVES ACT 6 126 Holding own shares 127 Exception for holding own shares 128 Redemption of membership shares 129 Acquisition of investment shares 130 Alternative investm ent share acquisition 131 Limitation on acquisi tion or redemption 132 Cancellation or redemption of shares 133 Reduction of stated capital 134 Adjustment of stated capital account 135 Form of dividend 136 Limitation on paying dividends 137 Patronage returns 138 Investment of patronage return 139 Loans from patronage returns Division 6 Loans and Guarantees 140 Financial assistance 141 When no disclosure required 142 Enforcement of contract to buy shares 143 Debt obligations

Part 6 Proxies 144

Interpretation 145 Appointing proxy holder 146 Mandatory solicitation 147 Soliciting proxies 148 Exemption order 149 Attendance at meeting 150 Duty of intermediary 151 Restraining order

Part 7 Insider Trading 152

Interpretation 153 Prohibition of short sale 154 Specified insider

Part 8 Compulsory Acquisition 155

Definitions 156 Right to acquire

Chapter C-28.1 COOPERATIVES ACT 7 157 Distributing cooperative

Part 9 Security Certificates, Registers and Transfers Division 1

Interpretation and Application 158

Interpretation 159 Application Division 2 Security Certificates 160 Security certificate 161 Fee 162 Joint owners 163 S i g n a t u r e s 164 Contents of certificate 165 Contents of certificate for investment share 166 Fractional shares Division 3 Registers 167 Securities register 168 Agent 169 Registration 170 Dealing with registered holders 171 Evidence of ownership 172 Proof of ownership 173 Joint holders 174 Duties of cooperative 175 Minors 176 Deceased owner 177 Overissue 178 E x e m p t i o n s Division 4 Proceedings 179 Rules of action Division 5 Delivery 180 Delivery of securities

Chapter C-28.1 COOPERATIVES ACT 8 Division 6 General 181 Incorporation by reference 182 Validity of security 183 Defence 184 Defences 185 Deemed notice 186 Unauthorized signature 187 Completion of form 188 Enforceability 189 Fraud 190 Guarantees 191 Acquisition of rights 192 Limited interests 193 Deemed notice of adverse claim 194 No duty to inquire 195 Deemed notice 196 Staleness 197 Guarantee 198 Contents of guarantee 199 Guarantee of intermediary 200 Guarantee of broker 201 Right to compel endorsement 202 Appropriate person 203 Endorsement 204 Immunity of endorser 205 Partial endorsement 206 Effect of failure by fiduciary to comply 207 Effect of endorsement without delivery 208 Endorsement in bearer form 209 Effect of unauthorized endorsement 210 Warranties of guarantor of signature 211 Presumption of delivery 212 Presumption of ownership 213 Delivery of security 214 Right to reclaim possession 215 Right to requisites for registration 216 Seizure of security 217 Not liable if good faith delivery 218 Duty to register transfer 219 Assurance of endorsement 220 Notice from additional documentation

Chapter C-28.1 COOPERATIVES ACT 9 221 Limited duty of inquiry 222 Inquiry into adverse claim 223 Duration of notice of adverse claim 224 Limitation on issuer ’s liability 225 Lost or stolen security 226 D u t y 227 Notice to agent

Part 10 Financial Disclosure 228 Annual financial statements to members 229 Exemption for distributing cooperative 230 Consolidated statements 231 Approval of financial statements 232 Copies to investment shareholders 233 Copies of financial statements r e distributing cooperatives 234 Qualifications of auditor 235 Appointment of auditor 236 Dispensing with auditor 237 Ceasing to hold office 238 Removal of auditor 239 Filling vacancy 240 Court-appointed auditor 241 Right to attend meeting 242 Examination 243 Right to information 244 Audit committee 245 Notice of error 246 Qualified privilege

Part 11 Trust Indentures Division 1

Interpretation and Application 247

Definitions 248 Application of Part Division 2 General 249 Conflict of interests 250 Validity despite conflict 251 Removal of trustee

Chapter C-28.1 COOPERATIVES ACT 10 252 Qualification of trustee 253 List of security holders 254 Compliance with trust indentures 255 Trustee may require evidence 256 Notice of default 257 D u t y 258 No exculpation

Part 12 Fundamental Changes 259 Definition of “common share” 260 Continuance — extra-pr ovincial cooperative 261 Continuance — other jurisdictions 263 Shareholders ’ right to vote 264 Amendment of articles 265 Proposal to amend 266 Delivery of articles 267 Certificate of amendment 268 Effect of certificate 269 Restated articles 270 Amalgamation 271 Amalgamation agreement 272 Approval 273 Short-form amalgamation 274 Sending of articles 275 Effect of certificate 276 Extraordinary disposition 277 Right to dissent 278 Reorganization 279 Definition of “arrangement” 280 Certificate of arrangement

Part 13 Investigations and Inspections Division 2 Court-ordered Investigations 289 Court-ordered investigation 290 Conditions for Court order 291 Powers of the Court 292 Court-appointed inspector ’s powers and duties 293 Additional powers of Court-appointed inspector 294 Application for hearing in private

Chapter C-28.1 COOPERATIVES ACT 11 295 Compellable witnesses 296 Protection of witnesses 297 Absolute privilege 298 Solicitor-client privilege

Part 14 Winding-up, Liquidation and Dissolution of Cooperatives Division 1 Receivers and Receiver-managers 299 Appointment of a receive r or receiver-manager 300 Duties of receivers and receiver-managers 301 Obligations of receivers and receiver-managers 302 Court directions 303 Duties of receivers and receiver-managers Division 2 Liquidation and Dissolution 304 Application of

Part 305 Proceedings stayed if cooperative insolvent 306 Dissolution of cooperatives 307 If membership too low 308 Proposing liquidatio n and dissolution 309 Liquidation and dissolution 310 Supervision by Court 311 Revocation of intention to dissolve 312 Dissolution by Registrar 313 Court-ordered dissolution for non-compliance 314 Court-ordered dissolution for questionable activities 315 Application for supervision 316 Application to Court 317 Powers of Court 318 Effect of order 319 Cessation of business and powers 320 Who may be appointed liquidator 321 Duties of liquidator 322 Powers of liquidator 323 Costs of liquidator 324 Right to distribution in money 326 Custody of records 327 Heirs and representatives 328 Unknown claimants

Chapter C-28.1 COOPERATIVES ACT 12 329 R e v i v a l 330 Vesting in the Crown

Part 15 Administrative Matters and Regulations Division 1 Registrar’s Appointment and Delegation 331 Appointment of Registrar and delegation Division 2 Document Filing, Appeals 332 Copies of documents 333 Annual return 334 Notice of refusal by Registrar 335 Appeal from Registrar ’s decision 336 Appeal from Commission refusal 337 Filing statements 338 Electronic filing 339 Certificate of Regi strar is proof 340 When notices or document s need not be sent 341 Proof required by Registrar 342 Certificate of status 343 Alteration of documents 344 Records maintained by Registrar 345 Public access to records Division 3 Notices and Service of Documents 346 Notices to members, shareholders and directors 347 Notice to a cooperative, Com mission, Executive Director 348 Waiver of notice Division 4 Certificates, Declarations and Copies 349 Certificate of cooperative Division 5 Regulations 351 Regulations 352 Ministerial regulations

Chapter C-28.1 COOPERATIVES ACT 13

Part 16 Remedies, Offences and Penalties Division 1 Court Intervention 353

Definitions 354 Application to Court 355 Commencing derivative legal proceedings 356 Powers of the Court 357 Oppressive or prejudicial actions 358 Evidence of member or share holder approval not decisive 359 Application to Court to rectify records 360 Appeal of Court orders Division 2 Offences and Penalties 361 Offences 362 Director ’s liability 363 Court order to comply with Act 364 Alternative resolution of disputes

Part 17 Extra-provincial Cooperatives and Extra-provincial Matters 365

Definitions 366 Carrying on business in Alberta 367 Application of Part Division 1 Registration of Extra-provincial Cooperatives 368 Requiremen t to register 369 Application for registration 371 Names of extra-provincial cooperatives 372 Registration by pseudonym 373 Certificate of registration 374 Cancellation of registration 375 Certificate of r einstatement Division 2 Information 376 Use of extra-provincial cooperative ’s name 377 Agent for service of an extr a-provincial cooperative 378 Changes in charter, head office, directors

Chapter C-28.1 COOPERATIVES ACT 14 379 Filing instrument of amalgamation 380 Notices and returns respecting liquidation 381 Annual returns 382 Certificate of status Division 2.1 Special Rules Respecting Extra-provincial Matters 382.1

Definitions 382.2 Agreements 382.3 Regulations 382.4 Regulation prevails Division 3 Legal Capacity, Disabilities and Penalties Applicable to Extra-provincial Cooperatives 383 Validity of acts 384 Capacity to commence and maintain legal proceedings

Part 18 Specific Cooperatives Division 1 Housing Cooperatives 385

Definitions 386 Application of

Part 387 N a m e 388 Articles of non-profi t housing cooperatives 389 Special limitations on non-profit housing cooperatives 390 Amending articles 391 Non-member unit 392 Non-profit continuing h ousing cooperatives 393 Non-application of other Acts 394 Right to occupy 395 Termination of membership 396 Termination procedure 397 Appeal procedure 398 No right of appeal 399 Compensation and arrears 400 Order of possession 401 Application for order of possession 402 Non-profit home owne rship cooperatives 403 Withdrawal from membership 404 Termination of membership

Chapter C-28.1 COOPERATIVES ACT 15 405 Amalgamation Division 2 Employment Cooperatives 406 Definition of “employment cooperative” 407 Requirements of articles 408 Non-member employees 409 Permanent employees 410 B y l a w s 411 Time for appeal 412 Laid-off or terminated member 413 N a m e 414 Directors 415 Reorganization 416 Dissolution Division 3 Multi-stakeholder Cooperatives 417

Definitions 418 Membership 419 Articles of cooperative 420 Passing of resolutions 421 Directors Division 4 New Generation Cooperatives 422

Definitions 423 Names of new generation cooperatives 424 Membership share 425 Redemption of membership shares and repayment of loans 426 Transfer of member interest 427 Capital structure: investment shares 428 Patronage returns 429 B y l a w s 430 Regulations

Part 19 Transitional Provisions, Consequential Amendments, Repeals and Coming into Force Transitional Provisions 431

Definitions 433 Prohibition 436 Effect of the certificate of continuance

Section 1

Chapter C-28.1 COOPERATIVES ACT 16 437 Effect of continuation 438 Contracts 445 Non-member units Consequential Amendments 447-473 Consequential amendments Repeals 474 Repeal Coming into Force 475 Coming into force HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Interpretation 1(1) In this Act, (a) “affairs” means the relati onship between a cooperative and its affiliates and their members, shareholders, directors and officers, but does not include the business carried on by those corporations; (b) “affiliate” means an affilia ted corporation within the meaning of subsection (2); (c) “articles” means the articles of incorporation of a cooperative and amendments to them; (d) “associate”, in respect of a relationship with a person, means (

i) a corporation of which the person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than 10% of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities; (ii) a cooperative entity of which the person beneficially owns more than 10% of the voting rights in respect of which votes can be cast at a meeting of the cooperative entity;

Section 1

Chapter C-28.1 COOPERATIVES ACT 17 (iii) an unincorporated entity of which the person beneficially owns more than 10% of the ownership interests; (iv) a partner of the person acting on behalf of the partnership in which they are partners; (

v) a trust or an estate or succession in which the person has a substantial beneficial interest or serves as a trustee, administrator, executor or liquidator of a succession or in a similar capacity; (vi) a spouse or adult interdep endent partner or child of the person; (vii) any of the following who h as the same residence as the person: (

A) a relative of the person; (

B) the spouse or adult interdependent partner of a relative of the person; (

C) a relative of the person’s spouse or adult interdependent partner; (

D) the spouse or adult interdependent partner of a relative referred to in paragraph (C); (e) “auditor” includes a firm of accountants; (f) “auxiliary member” means a p erson who is not, or who is no longer, a full member of a cooperative but has an association with it, as determined by the articles or the bylaws; (g) “bearer”, in respect of a s ecurity, means the person who is in possession of a security that is payable to bearer or endorsed in blank; (h) “beneficial ownership” in cludes ownership through a trustee, legal representative, agent or other intermediary; (i) “Commission” means the Alberta Securities Commission; (i.1) “contact information” includes a person’s address and, i f requested by the Registrar or a cooperative, a person’s telephone number and email address;

Section 1

Chapter C-28.1 COOPERATIVES ACT 18 (j) “cooperative” mean s a cooperative incorporated under this Act; (k) “cooperative basis” has the meaning given to it by

section 2; (l) “cooperative entity” means a corporation that, by the law under which it is organized and operated, must be organized and operated on, and is organized and operated on, a cooperative basis; (m) “corporation” means a corporate entity, however incorporated; (n) “Court” means the Court of King’s Bench; (o) “debt obligation” means a bond, debenture, note or other evidence of indebtedness or guarantee of an entity, whether secured or unsecured; (p) “delegate” means an individual who is appointed or elected to represent a member at a meeting of members; (q) “director” means a member o f the board of directors of a cooperative by whatever name the director or board is called; (

r) repealed 2022 c16 s3(2); (s) “distributing cooperative” means a cooperative any of whose issued securities, other than membership shares, investment shares issued to members or member loans, are or were part of a distribution to the public and remain outstanding and are held by more than one person; (s.1) “electronic means”, in res pect of attending or holding a meeting, means a method of electronic or telephonic communication that enables all persons attending the meeting to hear and communicate with each other instantaneously, including, without limitation, teleconferencing and computer network-based or internet-based communication platforms; (t) “entity” means a corporation, a trust, a partnership, a fund or an unincorporated organization; (u) “Executive Director” means the Executive Director of the Commission;

Section 1

Chapter C-28.1 COOPERATIVES ACT 19 (v) “extra-provincial coopera tive” means a cooperative entity that is incorporated as a cooperative otherwise than by or under an enactment of Alberta; (w) “federation” means a coop erative whose membership is composed wholly or substantially of other cooperatives; (x) “firm of accountants” mean s a professional accounting firm engaged in a professional accounting practice or public accounting practice registered under the Chartered Professional Accountants Act, or a corporation that is incorporated by or under

an Act of the legislature of a province other than Alberta and is engaged in a professional accounting practice or a public accounting practice; (y) “holder” means (

i) in respect of a security certificate, the person in possession of the certificate issued or endorsed to the person or to bearer or in blank; (ii) in respect of the ownership of a membership share, the person referred to in

section 102(2), and (iii) in respect of the ownership of an investment share, the person referred to in

section 108(2); (z) “individual” means a natural person; (aa) “investment share” means a share in the capital of a cooperative that is not a membership share; (bb) “investment shareholder” me ans the person referred to in

section 108(2); (cc) “issuer”, in respect of a security, means the entity that issues the security; (dd) “meeting of the cooperative” means (

i) a meeting of members or of a class of member, or (ii) a meeting of holders of investment shares or of holders of any class or series of investment shares of a cooperative, as the context requires; (ee) “member” means a member o f a cooperative other than an auxiliary member;

Section 1

Chapter C-28.1 COOPERATIVES ACT 20 (ff) “member loan” means a loan required by the cooperative from its members as a condition of membership or to continue membership in the cooperative and, if a cooperative is incorporated without membership shares, a member loan is deemed to be a membership share issued at par value for the purpose of Parts 5, 12, 14 and 16 and

section 144(2); (gg) “membership share” means a share described in

section 102 ; (hh) “Minister” means the Minister determined under

section 16 of the Government Organization Act as the Minister responsible for this Act; (ii) “officer” includes the cha ir of the board of directors, a vice-chair of the board of directors, the president, a vice-president, the secretary, an assistant secretary, the treasurer, an assistant treasurer and the general manager of a cooperative and any other individual designated as an officer of the cooperative by bylaw or by resolution of the directors, or any other individual who performs functions for the cooperative similar to those normally performed by an individual occupying any such office; (jj) “ordinary resolution” mea ns a resolution that is submitted to a meeting of the cooperative or a meeting of the directors and passed at the meeting by a majority of the votes cast; (kk) “patronage return” means an amount that the cooperative allocates among and credits or pays to its members or to its member and non-member patrons based on the business done by them with or through the cooperative, and includes patronage dividends or bonus payments issued to members who hold investment shares issued by a cooperative referred to in

Part 18, Division 4; (ll) “person” means an individual or an entity and includes a legal representative; (mm) “prescribed” means pr escribed by regulation; (nn) “proxy” means a completed and executed form of proxy by means of which an investment shareholder appoints a proxyholder to attend and act on the investment shareholder’s behalf at a meeting of the investment shareholders; (oo) “record date” means the da te fixed or determined as the record date by the regulations;

Section 1

Chapter C-28.1 COOPERATIVES ACT 21 (pp) “redeemable”, with r espect to a share, means (

i) that the cooperative may ac quire or redeem the share on the demand of the cooperative, or (ii) that the cooperative is re quired by its articles to acquire or redeem the share at a specified time or on the demand of the holder; (pp.1) “Registrar” me ans the Registrar of Cooperatives appointed under this Act; (rr) “security” includes an inv estment share, a debt obligation of a cooperative and a certificate evidencing such a share or debt obligation and, for the purposes of

Part 16, includes a membership share; (ss) “security interest” means an interest in or charge on property of a cooperative to secure payment of a debt or the performance of an obligation of the cooperative; (tt) “send” includes deliver; (uu) “series”, in respect of investment shares, means a divisi on of a class of those shares; (vv) “share” means a membership share or an investment share; (ww) “special resolution” means a resolution that is submitted to a meeting of the cooperative or a meeting of the directors and passed at the meeting by at least 2/3 of the votes cast; (ww.1) “spouse” means the spouse of a married person but does not include a spouse who is living separate and apart from the person if the person and spouse have separated pursuant to a written separation agreement or if their support obligations and family property have been dealt with by a court order; (xx) “unanimous agreement” m eans a written agreement to which all the members and investment shareholders, if any, of a cooperative are or are deemed to be parties, whether or not any other person is also a party, that provides for any of the matters listed in

Part 4, Division 10.

(2) For the purposes of this Act, (

a) a corporation is affiliated with another corporation if on e of them is a subsidiary of the other, if both are subsidiaries of the same corporation or if each of them is controlled by the same person, and

Section 1

Chapter C-28.1 COOPERATIVES ACT 22 (

b) if 2 corporations are affilia ted with the same corporation at the same time, they are deemed to be affiliated with each other.

(3) For the purposes of this Act, a corporation is the holding corporation of another corporation if that other corporation is its subsidiary.

(4) For the purposes of this Act, a corporation is a subsidiary of another corporation if (

a) it is controlled by (

i) that other corporation, (ii) that other corporation and one or more corporations, each of which is controlled by that other corporation, or (iii) 2 or more corpo rations, each of which is controlled by that other corporation, o r (

b) it is a subsidiary of a corporation that is that other corporation’s subsidiary.

(5) For the purposes of this Act, securities of a cooperative (

a) issued on a conversion of other securities, or (

b) issued in exchange for other securities are deemed to be securities that are part of a distribution to the public if those other securities were part of a distribution to the public.

(6) Subject to subsection (7), for the purposes of this Act, a security of a corporation (

a) is part of a distribution to the public if, in respect of the security, there has been a filing of a prospectus, statement of material facts, registration statement, securities exchange take-over bid circular or similar document under the laws of Canada, a province or territory of Canada or a jurisdiction outside Canada, or (

b) is deemed to be part of a d istribution to the public if the security has been issued and a filing referred to in clause (

a) would be required if the security were being issued currently.

Section 2

Chapter C-28.1 COOPERATIVES ACT 23

(7) On the application of a cooperative, the Commission may determine that a security of the cooperative is not or was not part of a distribution to the public if it is satisfied that its determination would not prejudice any holder of a security certificate of the cooperative.

(8) This Act applies to a cooperative incorporated or continued under this Act.

(9) No provisions of any Act specified in the regulations apply to a cooperative incorporated or continued under this Act. 2001 cC-28.1 s1;2002 cA-4.5 s28;2014 c8 s17;2014 cC-10.2 s171; 2021 c3 s4;AR 217/2022;2022 c16 s3(2) Cooperative principles 2(1) For the purposes of this Act, a cooperative is organized and operated, and carries on business, on a cooperative basis if (

a) membership is available to persons who can use the service s of the cooperative and who are willing and able to accept the responsibilities of and abide by the terms of membership, (

b) each member or deleg ate has only one vote, (

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

d) interest on any member lo an is limited to a maximum rate fixed in the articles, (

e) dividends on any membership share are limited to the maximum rate fixed in the articles, (

f) to the extent feasible, members provide the capital requir ed by the cooperative, (

g) surplus funds arising from the cooperative’s operations ar e used (

i) to develop its business, (ii) to provide or improve common services to members, (iii) to provide for reserves or the payment of interest on member loans or dividends on shares, (iv) for community welfare or the propagation of cooperative enterprises, or

Section 3

Chapter C-28.1 COOPERATIVES ACT 24 (

v) as a distribution among its members as a patronage return, a n d (

h) it provides education on the principles of cooperative enterprises. (2) Subsection (1)(

a) is subject to any restrictions set out in the articles so long as the restrictions are consistent with applicable laws with respect to human rights.

Part 1 Incorporating a Cooperative Division 1 Application to Incorporate Who may incorporate a cooperative 3(1) Three or more persons who intend to be members of the cooperative may apply to the Registrar to become incorporated as a cooperative.

(2) One or more cooperatives, with or without other persons who intend to be members of the cooperative, may apply to the Registrar to become incorporated as a cooperative.

(3) Repealed 2022 c16 s3(3). 2001 cC-28.1 s3;2008 cA-4.2 s125;2022 c16 s3(3) How to apply for incorporation 4 To make an application for incorporation as a cooperative, the applicant must send to the Registrar (

a) articles of incorporation, (

b) a notice of the registered office in the detail required b y the Registrar, (

c) a notice of the names and a ddresses of directors in the detail required by the Registrar, (d) - (

g) repealed 2022 c16 s3(4), (

h) the fee prescribed by t he regulations, if any, and (

i) anything else required by the regulations. 2001 cC-28.1 s4;2022 c16 s3(4)

Section 5

Chapter C-28.1 COOPERATIVES ACT 25 Contents of articles of incorporation 5(1) Articles of incorporation must be signed by the incorporators and must contain the following particulars: (

a) the name of the cooperative; (

b) repealed 2022 c16 s3(5); (

c) the name and residential address of each of the incorporators; (

d) the number of directors or the minimum and maximum numbers of directors; (

e) any restriction on the business that the cooperative may carry on; (

f) any restriction on the c lass of membership in the cooperative; (

g) a statement that the coop erative will be organized and operated, and will carry on business, on a cooperative basis; (

h) whether the cooperative is to be incorporated with or without membership share capital; (

i) if there is to be members hip share capital, whether the number of membership shares to be issued is unlimited or limited and, if limited the maximum number of membership shares that may be issued and, if the membership shares are to have a par value, their par value and, if they are not to have par value, whether the membership shares are to be issued, purchased, redeemed or otherwise acquired at a fixed price or at a price determined in accordance with a formula and, if a formula is used, the particulars of the formula; (

j) any provision for a maximum rate of return that may be pai d on member loans; (

k) any provision for a maximum dividend that may be paid on membership shares; (

l) whether there is to be investment share capital and, if so , the particulars of it; (m) - (

o) repealed 2022 c16 s3(5); (

p) any provisions for the distribution of the property of the cooperative on its dissolution;

Section 6

Chapter C-28.1 COOPERATIVES ACT 26 (

q) any provision by which the members, other than by means of a unanimous agreement, may restrict, in whole or in part, the powers of the directors to manage the business of the cooperative; (

r) any provisions for the tran sfer of a member interest as defined in

section 48(1); (

s) anything else that is required by the regulations.

(2) Repealed 2022 c16 s3(5).

(3) The articles or a unanimous agreement may, in order to effect an action, require a greater number of votes of directors, members or investment shareholders than is required by this Act to effect the action. 2001 cC-28.1 s5;2022 c16 s3(5) Capital structure 6 A cooperative may be incorporated with or without membership shares and with or without the power to issue investment shares. Conditions for incorporation and Registrar’s decision 7(1) No cooperative is to be incorporated under this Act unless the cooperative will carry on its undertaking, in whole or in part, in Alberta.

(2) An association that may be incorporated under the Rural Utilities Act is not to be incorporated as a cooperative under this Act, and this Act does not apply to that association.

(3) Subject to subsections (1) and (2), the Registrar must issue an incorporation certificate for a cooperative if the articles comply with this Act and the regulations.

(4) Repealed 2022 c16 s3(6).

(5) A cooperative comes into existence and the incorporators become members of the cooperative on the day set out in its incorporation certificate. 2001 cC-28.1 s7;2022 c16 s3(6) Division 2 Bylaws and Amendments to Bylaws Adoption of bylaws 8 The directors must hold a meeting of members within 180 days of the issuance of the certificate of incorporation to make bylaws for the cooperative.

Section 9

Chapter C-28.1 COOPERATIVES ACT 27 Contents of bylaws 9(1) The Minister may make regulations governing the subject-matter that must be included in the bylaws of a cooperative.

(2) The bylaws of a cooperative may provide for (

a) the representation of members by delegates and, if so, (

i) the designation of the classes of members, if any, who may be represented by delegates, (ii) the procedure for altering classes of members, if applicable, and (iii) the powers, duties, selec tion, qualifications, term of office, voting rights and procedures for the removal of delegates; (

b) the division of members into classes and, if so, (

i) the qualifications for membership in each class, (ii) the conditions precedent to membership in each class, (iii) the method, time and mann er of withdrawing from a class or transferring membership from one class to another and any applicable conditions on a transfer, and (iv) the conditions on which membership in a class ends; (

c) anything that this Act or the regulations provide for the making of a bylaw; (

d) the referral of disputes between a member and the cooperative to a process of dispute resolution, including mediation, or arbitration under the Arbitration Act, or both, and for that purpose may adopt, with or without modifications, model clauses prescribed by the regulations; (

e) any other matter that the members consider necessary or desirable. Making or amending bylaws 10(1) Unless the bylaws provide otherwise, the members may make, amend or repeal any bylaw by ordinary resolution.

(2) If the bylaws so provide, the directors may, by ordinary resolution, make a bylaw or amend a bylaw of the cooperative on

Section 11

Chapter C-28.1 COOPERATIVES ACT 28 the terms and conditions set out in the bylaw, but the bylaw or amendment may not be contrary to a bylaw made by the members.

(3) The directors must present a bylaw or an amendment to a bylaw made by them to the members at the next meeting of members, and the members may confirm it or amend it.

(4) If a bylaw or an amendment to a bylaw made by the directors (

a) is not submitted to the members, or (

b) is not confirmed under subsection (3), with or without amendments, the bylaw or amendment is repealed as of the date of the meeting of members at which it was not confirmed. Proposal for bylaw 11 A member may make a proposal in accordance with the regulations to make, amend or repeal a bylaw. Effective date of bylaw 12(1) A bylaw or an amendment to a bylaw comes into force on the day on which the bylaw or amendment is made, or on any later date specified in the bylaw or amendment or in the resolution adopting either of them.

(2) A cooperative must file a bylaw or an amendment to a bylaw with the Registrar within 60 days of the date the bylaw or amendment comes into force. 2001 cC-28.1 s12;2022 c16 s3(7) Binding effect of articles and bylaws 13(1) The articles and bylaws of a cooperative bind it and its members to the same extent as if the articles and bylaws (

a) had been signed by the co operative and every member, and (

b) contained undertakings by a ll members and their successors, assigns and legal representatives to observe all the provisions of the articles and bylaws.

(2) Repealed 2022 c16 s3(8). 2001 cC-28.1 s13;2022 c16 s3(8) Copies of articles, bylaws and unanimous agreements 14(1) Each member and investment shareholder is entitled to receive free of charge from the cooperative, on request, not more

Section 15

Chapter C-28.1 COOPERATIVES ACT 29 than once in each calendar year, one copy of each record referred to in

section 28(1)(a).

(2) The cooperative must, on payment of a reasonable fee, provide each creditor and, where the cooperative is a distributing cooperative, any other person, with a copy of each record referred to in

section 28(1)(a). 2001 cC-28.1 s14;2022 c16 s3(9) Pre-incorporation contracts 15(1) This

section applies unless the person referred to in subsection (2) and all parties to the contract referred to in that subsection (

a) believe that the cooperative exists and is incorporated under, or (

b) intend that the cooperative is to be incorporated under the laws of a jurisdiction other than Alberta.

(2) Except as provided in this section, if a person enters into a written contract in the name of or on behalf of a cooperative before it comes into existence, (

a) that person is deemed to warrant to the other party to the contract (

i) that the cooperative will co me into existence within a reasonable time, and (ii) that the contract will be adopted within a reasonable time after the cooperative comes into existence, (

b) that person is liable to the other party to the contract f or damages for a breach of that warranty, and (

c) the measure of damages for that breach of warranty is to b e the same as if the cooperative existed when the contract was made, the person who made the contract on behalf of the cooperative had no authority to do so and the cooperative refused to ratify the contract.

(3) A cooperative may, within a reasonable time after it comes into existence, by any act or conduct signifying its intention to be bound by it, adopt a written contract made in its name or on its behalf before it came into existence, and on the adoption (

a) the cooperative is bound b y the contract and is entitled to the benefits of the contract as if the cooperative had been in

Section 16

Chapter C-28.1 COOPERATIVES ACT 30 existence at the date of the contract and had been a party to it, and (

b) a person who purported to act in the name of or on behalf of the cooperative ceases, except as provided in subsection (5), to be liable under subsection (2) in respect of the contract.

(4) If a person enters into a contract in the name of or on behalf of a cooperative before it comes into existence and the contract is not adopted by the cooperative within a reasonable time after it comes into existence, that person or the other party to the contract may apply to the Court for an order directing the cooperative to restore to the applicant any benefit received by the cooperative under the contract, in the form directed by the Court.

(5) Except as provided in subsection (6), whether or not a written contract made before the coming into existence of a cooperative is adopted by the cooperative, a party to the contract may apply to the Court for an order (

a) fixing obligations under the contract as joint or joint an d individual, or (

b) apportioning liability between the cooperative and a perso n who purported to act in the name of or on behalf of the cooperative, and on the application the Court may make any order it thinks fit.

(6) A person who enters into a written contract in the name of or on behalf of a cooperative before it comes into existence is not in any event liable for damages under subsection (2) if the contract expressly provides that the person is not to be so liable. Division 3 Cooperative Names and Control over Names Names of cooperatives 16(1) A cooperative (

a) must have the word “cooperative”, “co-operative”, “coop”, “co-op”, “coopérative”, “united” or “pool”, or another grammatical form of any of those words, as part of its name, and (

b) may use and be legally designated by any of those words or forms.

Section 17

Chapter C-28.1 COOPERATIVES ACT 31

(2) Subject to

section 19, the name of a cooperative may be in an English form or a French form or in a combined English and French form, and the cooperative may use and be legally designated by any of those forms.

(3) A cooperative must set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for things or services made by or on behalf of the cooperative and in all documents filed with the Registrar.

(4) The name of a cooperative must comply with this Act and the regulations. 2001 cC-28.1 s16;2022 c16 s3(91) Use of other names 17 Subject to sections 16 and 19, a cooperative may carry on business or identify itself by a name in addition to the name set out in its articles. 18 Repealed 2011 c13 s2. Prohibited names 19 A cooperative may not be incorporated with, have, carry on business under or identify itself by a name that is (

a) prohibited, or deceptively misdescriptive, or otherwise contrary to the regulations, or (

b) reserved under this or any other enactment for another cooperative or corporation or prospective cooperative or corporation. Change of name 20(1) The Registrar may direct a cooperative to change its name if the cooperative’s name contravenes this Act or the regulations when the cooperative comes into existence or is continued.

(2) If a cooperative does not comply with a Registrar’s direction to change its name within 60 days after it is served with a written copy of the direction, the Registrar may issue a certificate of amendment revoking the name of the cooperative and assigning a new name to it.

(3) The articles of a cooperative are deemed to be amended on the date shown in the certificate of amendment.

(4) Repealed 2022 c16 s3(10).

Section 21

Chapter C-28.1 COOPERATIVES ACT 32

(5) If a cooperative acquires a name as a result of a person undertaking to dissolve or to change names and the undertaking is not honoured, the Registrar may direct the cooperative to change its name in accordance with

section 264(1)(

a) unless the undertaking is honoured within the period specified in subsection (2). 2001 cC-28.1 s20;2022 c16 s3(10) Improper use of protected names 21(1) Except as provided in subsection (2), a person is guilty of an offence who uses or authorizes the use of the word “cooperative”, “co-operative”, “coop”, “co-op” or “coopérative” or an abbreviation of any of those words or any other grammatical form of any of those words as part of its name, or in any manner in connection with the conduct of its business. (2) Subsection (1) does not apply to (

a) a cooperative incorporated or continued under this Act or any other enactment, (

b) an extra-provincial cooperative, or (

c) a cooperative under the Canada Cooperatives Act (Canada). Division 4 Legal Capacity and Powers of Cooperatives Legal capacity 22(1) Subject to this Act, a cooperative (

a) has the capacity and the rights, powers and privileges of a natural person, and (

b) may carry on business in accordance with this Act and its articles and bylaws.

(2) Subject to this Act, a cooperative has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Alberta to the extent and in the manner that the laws of that other jurisdiction permit. Restriction on powers 23(1) It is not necessary for a cooperative to make a bylaw in order to confer any particular power on a cooperative or its directors.

Section 24

Chapter C-28.1 COOPERATIVES ACT 33

(2) No cooperative and no subsidiary of a cooperative may carry on any business contrary to a restriction set out in the articles of the cooperative.

(3) No act of a cooperative, including a transfer of property, is invalid by reason only that the act is contrary to its articles or this Act. Knowledge of articles and bylaws 24(1) A member of a cooperative is deemed to have knowledge of the contents of the articles and bylaws of the cooperative.

(2) Subject to subsection (1), no person is deemed to have knowledge of the contents of a document by reason only that it is filed with the Registrar or is available for inspection at the cooperative. 2001 cC-28.1 s24;2022 c16 s3(91) Reliance on cooperative’s records 25(1) No cooperative and no guarantor of an obligation of a cooperative may assert against a person dealing with the cooperative or against a person who acquired rights from the cooperative that (

a) the cooperative’s articles, bylaws or any unanimous agreement have not been complied with; (

b) the persons named in the most recent notice of directors filed with the Registrar are not the directors; (

c) the place named in the mo st recent notice of registered office filed with the Registrar is not the registered office; (

d) a person held out as a director, an officer or an agent of the cooperative has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the cooperative or usual for a director, officer or agent; (

e) a document issued by a dir ector, officer or agent of the cooperative with actual or usual authority to issue it is not valid or genuine; (

f) any financial assistance re ferred to in

section 140 was not disclosed in accordance with that section; (

g) a sale, lease or exchange of all or substantially all of the property of the cooperative was not authorized.

Section 26

Chapter C-28.1 COOPERATIVES ACT 34 (2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge to that effect by virtue of that person’s relationship to the cooperative. 2001 cC-28.1 s25;2022 c16 s3(91) No personal liability of members and shareholders 26 The members and holders of shares of a cooperative are not liable, by reason only of being members or holders of shares, for any liability, act or default of the cooperative except as provided in this Act. Division 5 Registered Office, Records and Corporate Seal Registered office 27(1) A cooperative must maintain a registered office in Alberta. (2),

(3) Repealed 2022 c16 s3(11).

(4) A cooperative must send to the Registrar, within 15 days after any change of address of its registered office, a notice in a form set by the Registrar. 2001 cC-28.1 s27;2022 c16 s3(11) Record keeping 28(1) A cooperative must prepare and maintain the following records at its registered office or at any other place in Alberta designated by the directors: (

a) the cooperative’s articles and bylaws, including any amendments, and a copy of any unanimous agreement; (

b) the minutes of meetings of the members and investment shareholders; (

c) copies of all notices of wh o is a director and notices of change of directors; (

d) a list of its members in a members register, setting out their names and addresses, the number of any membership shares owned and the amount of any member loans; (

e) a list of its investment shareholders, setting out their names and addresses and the number of investment shares owned; (

f) a register of its director s, setting out the names and addresses of the individuals who are or who have been directors and the dates on which they became or ceased to be directors;

Section 29

Chapter C-28.1 COOPERATIVES ACT 35 (

g) if the cooperative issues s ecurities in registered form, a securities register that complies with

section 167.

(2) In addition to the records under subsection (1), a cooperative must prepare and maintain adequate (

a) accounting records, (

b) records containing minutes of meetings and resolutions of directors and any committee of directors, and (

c) records sufficient for the purpose of calculating patronag e returns that show for each member particulars of the transactions between the cooperative and the member.

(3) A cooperative may keep all or any of the records mentioned in subsections (1)(a), (b), (

c) and (

f) and (2)(

a) and (

b) at a place other than its registered office if the records are available for inspection during regular office hours at the registered office or another office in Alberta by means of electronic technology, in which case the cooperative must provide a means by which the records can be accessed.

(4) Subject to any other enactment that provides for a longer retention period, a cooperative must retain its accounting records for a period of 6 years after the end of the financial year to which they relate.

(5) For the purposes of subsection (1)(

b) and subsections (2) to (4), “records” includes similar records required by law to be maintained by a cooperative before it was continued under this Act.

(6) Unless the bylaws provide otherwise, the records described in this section, other than those described in subsection (2)(c), must be open for inspection by the directors at any reasonable time.

(7) Members, creditors and investment shareholders of the cooperative, their legal representatives and the Registrar may examine the records referred to in subsection (1)(a), (b), (

c) and (

f) during the cooperative’s usual business hours and may take extracts from the records, free of charge, or have copies of them made after payment of a reasonable fee. 2001 cC-28.1 s27;2022 c16 s3(91) Form of records 29(1) Any register or record required by this Act must be prepared and maintained in a form that is capable of reproducing any required information in legible written form within a reasonable time.

Section 30

Chapter C-28.1 COOPERATIVES ACT 36

(2) A cooperative and its agents must take reasonable precautions respecting the registers and records required by this Act (

a) to prevent their loss or destruction, (

b) to prevent the falsifi cation of entries in them, and (

c) to facilitate the detection and correction of inaccuracies in them. Lists of members and shareholders 30(1) Members and investment shareholders of a cooperative and their legal representatives and, when the cooperative is a distributing cooperative, any other person may, in accordance with and for the reasons specified in the bylaws, request that the cooperative provide them with a list of members or investment shareholders.

(2) A request for the list must be accompanied by (

a) a reasonable fee set by the cooperative, if any; (

b) the name and contact information of the applicant; (

c) a statutory declaration that the list of members or investment shareholders obtained will not be used except as permitted in the bylaws.

(3) The cooperative must provide the list no later than 10 days after the cooperative receives a complete and valid request under this section.

(3.1) Where a list is provided under this section, it may be used by the person to whom it was provided for the following purposes: (

a) to carry out, in relation to the affairs of the cooperativ e, efforts to influence the voting of members or investment shareholders of the cooperative; (

b) to carry out activities to p romote an offer to acquire shares of the cooperative; (

c) to carry out any activity o r matter, not referred to in clause (

a) or (b), relating to the affairs of the cooperative.

(4) Unless the bylaws provide otherwise, a member or investment shareholder may advise the cooperative in writing that that person’s name is not to be included in a list referred to in this section, in

Section 32

Chapter C-28.1 COOPERATIVES ACT 37 which case the cooperative must delete that name from the list and must mention on the list that the list is incomplete. 2001 cC-28.1 s30;2003 cP-6.5 s66;2022 c16 s3(12) 31 Repealed 2022 c16 s3(13).

Part 2 Membership in Cooperatives Division 1 Becoming a Member Bylaws govern membership 32 Membership in a cooperative is governed by its bylaws unless this Act or the articles provide otherwise. Application for membership 33(1) No person may become a member of a cooperative unless (

a) the person applies for membership in accordance with the bylaws, (

b) the application is approved by the directors, and (

c) the person complies with the membership provisions of the bylaws.

(2) The directors may delegate any of the powers vested by subsection (1)(

b) to one or more members or officers of the cooperative.

(3) Subject to the bylaws, 2 or more persons may hold a joint membership.

(4) Subject to the bylaws, where a membership is jointly held, the membership may be held as a joint tenancy or a tenancy in common, but where the members do not specify to the cooperative how the membership is to be held, the membership is deemed to be held as a joint tenancy and the joint members are jointly and severally liable for all obligations proposed or payable by members. Right to vote 34(1) Subject to subsection (2) and the delegate system of voting provided for in the bylaws of a cooperative, a member has one vote on all matters to be decided by the members.

Section 35

Chapter C-28.1 COOPERATIVES ACT 38

(2) If the bylaws provide that the voting rights of a member are vested in one or more delegates to be elected or appointed by the members, the delegates so elected or appointed may exercise all or any of those rights.

(3) When a cooperative has a bylaw providing for the appointment of delegates, a reference in this Act to a meeting of members refers, for that cooperative, to a meeting of delegates. Members under 18 years of age 35(1) Subject to the bylaws, an individual under 18 years of age may be a member of a cooperative and may vote at meetings of the cooperative.

(2) The articles and bylaws of a cooperative and any unanimous agreement are binding on a member who is under 18 years of age. Division 2 Cessation of Membership Withdrawal of membership 36(1) A member may voluntarily withdraw from membership in a cooperative on the terms and conditions provided in the bylaws by giving written notice to the cooperative.

(2) Unless the bylaws provide otherwise, the withdrawal is effective on the later of (

a) the date stated in the notice, and (

b) the date on which the coop erative receives the notice. Redemption of membership shares and loans 37(1) Unless the bylaws provide otherwise, the cooperative must, no later than one year after the effective date of a notice of voluntary withdrawal of a member, (

a) redeem all membership sha res held by the withdrawing member at the redemption price determined in accordance with

section 128, and (

b) repay to the member all me mber loans, all other amounts held to the member’s credit and all amounts outstanding on loans made to the cooperative by the member, if any, together with any interest accrued on those amounts up to the date of the payment.

Section 38

Chapter C-28.1 COOPERATIVES ACT 39

(2) Notwithstanding subsection (1), the directors may delay the redemption and payment if (

a) the directors believe, on reasonable grounds, that the redemption or payment would affect the financial well-being of the cooperative, or (

b) the directors believe, on reasonable grounds, that (

i) the cooperative is, or after the redemption or payment would be, unable to pay its liabilities as they become due, or (ii) the realizable value of the cooperative’s assets after the redemption or payment would be less than the total of (

A) its liabilities, and (

B) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or liquidation, rateably with or in priority to the holders of the shares to be purchased or redeemed.

(3) Unless the directors decide otherwise, (

a) the withdrawal of a member f rom the cooperative does not release the member from any debt or obligation to the cooperative or contract with the cooperative, and (

b) despite subsection (1), the cooperative need not repay to the member amounts outstanding on loans made to the cooperative that have a fixed maturity date, until that date arrives. Termination of membership by directors 38(1) The directors may terminate the membership of a member by special resolution.

(2) Unless a shorter time period is specified in the bylaws, the cooperative must give to the member written notice of the termination and the reasons for it within 10 days after the date on which the special resolution terminating membership is made.

(3) The effective date of the termination is the later of (

a) the date specified in the written notice, and

Section 39

Chapter C-28.1 COOPERATIVES ACT 40 (b) 30 days, or any shorter or longer period specified in the bylaws, after the member receives the notice. Right of appeal 39(1) Within 30 days, or a longer or shorter period specified in the bylaws, after receiving notice of termination of membership, the member may give to the cooperative written notice of intention to appeal the decision of the directors at the next meeting of members.

(2) If a member gives a written notice of intention to appeal, the member remains a member until the appeal is determined. Appeal to members 40(1) If a member appeals a termination of membership, a vote of members must be taken at the next meeting of members as to whether the membership should be terminated as of the effective date referred to in

section 38(3).

(2) The vote must be by ordinary resolution unless a greater number of votes is specified in the articles or a unanimous agreement. Redemption of member interests 41(1) If a member’s membership is terminated, a cooperative must, no later than one year after the effective date of the termination under

section 38(3) or a vote of the members under

section 40, whichever is later, (

a) redeem all membership sha res held by the member at the redemption price determined in accordance with

section 128; (

b) repay to the member all me mber loans, all other amounts held to the member’s credit and all amounts outstanding on loans made to the cooperative by the member, if any, together with any interest accrued on those amounts up to the date of the payment.

(2) Notwithstanding subsection (1), the directors may delay the redemption and payment if (

a) the directors believe, on reasonable grounds, that the redemption of shares or payment would affect the financial well-being of the cooperative, or (

b) the directors believe, on reasonable grounds, that

Section 42

Chapter C-28.1 COOPERATIVES ACT 41 (

i) the cooperative is, or after the redemption or payment would be, unable to pay its liabilities as they become due, or (ii) the realizable value of the cooperative’s assets after the redemption or payment would be less than the total of (

A) its liabilities, and (

B) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or liquidation, rateably with or in priority to the holders of the shares to be purchased or redeemed. Termination does not release debts 42 The termination of the membership of a member does not release the member from any debt or obligation to the cooperative or contract with the cooperative unless the directors determine otherwise. Reserve fund for missing members 43(1) If (

a) the address of a member whose membership has been terminated by the directors is unknown to the cooperative after all reasonable efforts have been made to ascertain it, and (

b) at least 2 years has pass ed since the membership was terminated, the cooperative must transfer all amounts owing to the former member to a reserve fund, but despite

section 41(1)(

b) those amounts are not to include any interest that would have accrued after the end of the 2 years.

(2) No interest is payable in respect of the amounts owing after 2 years from the date the membership was terminated.

(3) If any amounts are transferred to the reserve fund, the cooperative must pay those amounts to any person who, within 10 years after the transfer, shows evidence of entitlement satisfactory to the cooperative.

(4) If no person appears to show the evidence referred to in subsection (3) within the 10 years, the amounts become the

Section 44

Chapter C-28.1 COOPERATIVES ACT 42 property of the cooperative and cease to be owned by any other person. Limitation on bylaw 44 No bylaw governing the withdrawal of a member from membership or the termination of the membership of a member may authorize a redemption of shares or member loans if (

a) the cooperative is, or after redeeming the member’s shares and repaying loans and other money held to the member’s credit would be, unable to pay its liabilities as they become due, or (

b) the realizable value of the cooperative’s assets after the redemption or payment would be less than the total of (

i) its liabilities, and (ii) the amount that would be re quired to pay the holders of shares that have a right to be paid, on a redemption or liquidation, rateably with or in priority to the holders of the shares to be purchased or redeemed. Termination of inactive membership 45(1) A cooperative may, by written notice to a member, terminate the membership if the member (

a) is a corporation and winding-up proceedings have commenced with respect to that corporation, or (

b) has failed, for at least 2 consecutive years, to transact any business with the cooperative.

(2) Sections 41 to 44 apply to a termination under this section. Non-profit housing cooperatives 46 If the membership of a person in a non-profit housing cooperative is terminated, any right of the person to possession or occupancy of residential premises acquired by virtue of membership in the cooperative is subject to

Part 18, Division 1.

Section 47

Chapter C-28.1 COOPERATIVES ACT 43 Division 3 Readmission and Transfer of Memberships Readmission to membership 47(1) Subject to the bylaws, a person whose membership has been terminated by the directors may be readmitted to membership by the directors.

(2) A person whose membership has been terminated by the members may be readmitted to membership only by special resolution of the members.

(3) The bylaws may specify (

a) how long this

section applies with respect to former members; (

b) the conditions to be met by a former member before a readmission may be considered; (

c) when a readmission is to be considered to be an applicatio n for membership instead of a readmission to membership. Member interest 48(1) In this section, “member interest” means a membership, membership shares, member loans or investment shares designated pursuant to

section 427(a).

(2) A transfer of a member interest is valid if it is approved by the directors and the transferee meets the requirements of the articles and the bylaws of the cooperative and, if applicable, becomes a party to a unanimous agreement.

(3) If an individual who is under 18 years of age exercises a right of ownership in a member interest, no subsequent repudiation or avoidance is effective against the cooperative.

(4) Subject to the articles and the bylaws, if satisfactory proof of death of a joint holder of a member interest is provided to the cooperative, it may treat any surviving joint holder as the owner of the member interest.

(5) If a personal representative of a deceased holder of a member interest is entitled, pursuant to the articles and bylaws of the cooperative, to become the holder of the member interest or to designate the holder of the member interest, the personal

Section 49

Chapter C-28.1 COOPERATIVES ACT 44 representative must deposit with the cooperative, together with any reasonable assurances that the cooperative may require, (

a) any certificates or other documents reasonably required by the cooperative to prove that the deceased held the member interest, (

b) a document proving the death of the holder of the member interest, and (

c) a document proving that the personal representative has th e right under the law of the place in which the deceased was domiciled immediately before death to deal with the member interest.

(6) Deposit of the documents required by subsection (5) empowers a cooperative to record the transfer of a member interest from the deceased member to the personal representative or to any person that the personal representative may designate and to treat the transferee as the owner of the member interest.

Part 3 Meetings Regulations 49(1) The Minister may make regulations (

a) respecting the location of meetings of members and investment shareholders of a cooperative; (

b) respecting the attending of meetings by electronic means, the holding of meetings entirely by electronic means, the electronic or other methods by which voting may occur at a meeting that is attended or held by electronic means and the methods by which notice of meetings may be given; (

c) prescribing the time within which the directors of a cooperative must hold a first meeting of the members after the issuance of a certificate of incorporation; (

d) respecting the business that must be conducted at the firs t meeting of the cooperative; (

e) prescribing the time within which the directors of a cooperative must hold the first annual meeting of members or a special meeting of the cooperative;

Section 49

Chapter C-28.1 COOPERATIVES ACT 45 (

f) respecting the rights of a director, member or investment shareholder to call a meeting where a meeting is not called within the time provided for in the regulations, the articles, the bylaws or a unanimous agreement; (

g) respecting the right of an investment shareholder to call a special meeting of the investment shareholders; (

h) governing the giving of a n otice of a meeting of members or investment shareholders of a cooperative, the information that must be included in the notice, the manner of giving the notice and the persons entitled or not entitled to receive the notice; (

i) respecting any additional requirements for notice of meetings of investment shareholders; (

j) respecting waiver o f a notice of a meeting; (

k) determining the right to vote of a person entitled to vote who does not receive a notice of a meeting; (

l) respecting or determining t he record dates of a cooperative and the manner of giving notice of record dates; (

m) providing that all matters dealt with at an annual general meeting or a special meeting of the cooperative are special business and providing for any matters that are not special business; (

n) governing the contents of a notice of a meeting where special business is to be transacted; (

o) governing the manner in which the text of any special resolution not included in a notice referred to in clause (

n) must be available to the members and the shareholders; (

p) respecting the rules for requisition of a meeting of members or investment shareholders and the requirement for directors to transact the business stated in the requisition and any exceptions to that requirement and the rights of any person who signed the requisition to call a meeting of members if a meeting is not called within the prescribed time; (

q) providing that the manner of calling a meeting referred to in clause (

p) may be determined in accordance with the articles, the bylaws or a unanimous agreement; (

r) respecting the reimbursemen t by the cooperative of persons who sign a requisition referred to in clause (p);

Section 49

Chapter C-28.1 COOPERATIVES ACT 46 (

s) providing for a person wh o is entitled to vote at a meeting or, in the case of a distributing cooperative, the Executive Director to apply to the Court for an order to call, hold and conduct a meeting of a cooperative; (

t) respecting the submission and contents of proposals submitted by a member to a cooperative for meetings of members other than special meetings; (

u) governing the categories of persons who may submit a proposal to the cooperative to amend the articles, any proof required to demonstrate that a person is authorized to submit a proposal and the time for providing that proof; (

v) respecting the liability inc urred for circulating a proposal referred to in clause (t); (

w) providing for (

i) exceptions from the requirement for a cooperative to include a proposal for consideration at a meeting of members, and (ii) written notice of a refusal by a cooperative to include a proposal in a notice of meeting, the time for that written notice to be given and a requirement for reasons for the refusal to be provided by the cooperative; (

x) respecting applications to the Court by a person aggrieved by a refusal referred to in clause (w)(ii) or a person aggrieved by a proposal; (

y) providing for rules governing the preparation of lists of members, delegates of members or investment shareholders and the number of investment shares held by each investment shareholder for the purpose of determining the entitlement to vote at meetings of the cooperative and prescribing the right of members, delegates and investment shareholders to examine the list that relates to the meeting; (

z) respecting the number of votes a member or investment shareholder is entitled to at a meeting of the cooperative; (aa) respecting quorum at mee tings of members or investment shareholders; (bb) respecting the voting rights of members who are not individuals, holders of joint memberships and investment shares;

Section 50

Chapter C-28.1 COOPERATIVES ACT 47 (cc) respecting the manner o f voting at meetings of the cooperative or authorizing resolutions instead of a meeting of the cooperative; (dd) respecting any other matter for the operation of this Par t.

(2) Regulations under subsection (1)(b), (

h) or (cc) may (

a) set different requirements for different periods of time, and (

b) apply retroactively to a period of time prescribed or otherwise described in the regulations if, in the opinion of the Minister, there are extraordinary circumstances warranting their retroactive application during that period. 2001 cC-28.1 s49;2021 c3 s4

Part 4 Directors and Officers of Cooperatives Division 1 Number, Qualifications and Functions of Directors Number of directors 50(1) A cooperative must have at least 3 directors or any greater minimum number that is set out in the articles.

(2) The term of any incumbent director is not affected by an amendment to the articles to decrease the number of directors.

(3) At a meeting to amend the articles to increase the number of directors, the persons who are entitled to do so may elect or appoint the additional directors. Member/non-member directors 51(1) Not fewer than 2/3 of the directors, or any greater proportion that is provided for by the articles, must be members of the cooperative, or representatives of members that are entities, or members of members that are cooperative entities.

(2) Nothing in subsection (1) prevents more than one director being elected or appointed as director by a person entitled to elect or appoint directors as provided for in the bylaws.

(3) The articles may provide for the appointment of directors who are representatives of an entity, government or any other person or organization having an interest in the activities of the cooperative,

Section 52

Chapter C-28.1 COOPERATIVES ACT 48 but who are not members of the cooperative, as not more than 20% of the directors. Disqualification of director 52(1) A person is disqualified from becoming or continuing as a director if that person (

a) is not an individual; (

b) is under 18 years of age; (

c) is an individual who (

i) is a represented a dult as defined in the Adult Guardianship and Trusteeship Act or is the subject of a certificate of incapacity that is in effect under the Public Trustee Act, (ii) is a formal patient as defined in the Mental Health Act, or (iii) repealed 2022 c16 s3(14); (iv) has been found to be a person of unsound mind by a court elsewhere than in Alberta; (

d) has the status of bankrupt.

(2) A cooperative may provide in its bylaws for additional qualifications or disqualifications.

(3) Unless Division 2 of

Part 18 applies to the cooperative, a majority of the directors must be individuals who are not full-time officers or employees of the cooperative.

(4) At least 25% of the directors must be resident in Canada.

(5) Repealed 2022 c16 s3(14). 2001 cC-28.1 s52;2008 cA-4.2 s125;2022 c16 s3(14) Functions of directors 53 The directors must manage or supervise the management of the business and affairs of the cooperative, subject to this Act, the regulations and the articles, any unanimous agreement and the bylaws.

Section 54

Chapter C-28.1 COOPERATIVES ACT 49 Duties of directors 54(1) Every director and officer must, in exercising the powers and performing the duties of office, (

a) act honestly and in good faith with a view to the best interests of the cooperative, and (

b) exercise the care, diligen ce and skill that a reasonably prudent person would exercise in comparable circumstances.

(2) Every director and officer must comply with this Act, the regulations, the articles, the bylaws and any unanimous agreement.

(3) Subject to

section 97, no provision in a contract, the articles, the bylaws, a unanimous agreement or a resolution relieves a director or officer from complying with this Act and the regulations or relieves the director from liability for breach of that duty.

(4) In determining whether a particular transaction or course of action is in the best interests of the cooperative, a director who is elected or appointed by the holders of a class or series of investment shares or by employees or creditors or a class of employees or creditors may give special, but not exclusive, consideration to the interests of those who elected or appointed the director. First directors 55(1) When a cooperative comes into existence, the individuals identified in the notice of directors provided with the application for incorporation are members and directors and have all the powers and duties of directors until the end of the first meeting of members.

(2) At the first meeting of members after a cooperative comes into existence, the directors must be elected or appointed in accordance with this Act, the articles, the bylaws and any unanimous agreement. Organizational meeting 56(1) After a cooperative comes into existence, a meeting of directors must be held at which the directors may (

a) adopt forms of security certificates and of cooperative records;

Section 57

Chapter C-28.1 COOPERATIVES ACT 50 (

b) admit persons to membership in the cooperative and issue o r authorize the issuance of membership shares and arrange for member loans; (

c) appoint officers; (

d) appoint an auditor to hol d office until the close of the first meeting of members; (

e) make financial arrangem ents for the cooperative; (

f) transact any other busin ess necessary to organize the cooperative.

(2) An incorporator or a director may call a meeting of directors referred to in subsection (1) by providing all relevant information about the meeting to each director not less than 5 days before the meeting. 2001 cC-28.1 s56;2022 c16 s3(15) Division 2 Rules for Election of Directors Rules for election of directors 57(1) Unless the articles, the bylaws or a unanimous agreement provides otherwise, the election and appointment of the directors must be in accordance with this

section and sections 60, 61, 62, 64, 65, 66(2) and 108(4) and (5).

(2) Elections of directors must be held and appointment of directors must be made annually at a meeting of the persons who are entitled to elect or appoint them.

(3) A cooperative’s directors hold office until the close of the meeting at which their successors are elected.

(4) It is not necessary that all directors elected at a meeting of the cooperative hold office for the same term.

(5) A person who is elected or appointed as a director is not a director unless (

a) that person was present at the meeting when the election was held or appointment was made and did not refuse to act as a director, or (

b) if that person was not present at the meeting,

Section 58

Chapter C-28.1 COOPERATIVES ACT 51 (

i) the person, before the el ection or appointment or within 10 days after it, consented in writing to act as a director, or (ii) the person has acted as a director pursuant to the electi on or appointment.

(6) A person who is elected or appointed as a director and refuses or fails to consent or act is deemed not to have been elected or appointed as a director.

(7) If the number of nominees exceeds the number of directors to be elected, directors are to be elected by secret ballot.

(8) A ballot that is cast for the election of more directors than the number to be elected is to be considered a spoiled ballot.

(9) The individual who receives the greatest number of votes at an election of directors is elected a director and the individuals who receive the next greatest numbers of votes are also elected directors, in descending order until the number of directors to be elected has been elected, but if 2 individuals receive an equal number of votes for the last vacancy, the directors already elected must determine which of the 2 individuals is to be elected.

(9.1) Subject to sections 51(3) and 108(4) and (5), all directors must be elected by the members or, if members are represented by delegates, by the delegates of members.

(10) If investment shareholders have a right to elect one or more directors, they must vote separately from the members.

(11) Where the articles of a cooperative provide that (

a) an investment share confers on its holder the right to vot e at an election of directors, or (

b) under

section 108(4), the investment shareholders, any cla ss of investment shareholders or the holders of a series of investment shares may elect a fixed number or percentage of directors, a director may only be elected either as a director elected by the investment shareholders or as a director elected by the members. 2001 cC-28.1 s57;2022 c16 s3(16) Court review of election 58(1) A cooperative, a director or any person who is entitled to vote in the election or appointment of a director or an auditor may

Section 60

Chapter C-28.1 COOPERATIVES ACT 52 apply to the Court to resolve any dispute in respect of the election or appointment of a director or an auditor of the cooperative.

(2) The Court may make any order it thinks fit, including an order (

a) restraining a director o r auditor whose election or appointment is challenged from acting pending determination of the dispute; (

b) declaring the result of a disputed election or appointment ; (

c) requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the cooperative until a new election is held or a new appointment is made; (

d) determining the voting rights of persons claiming to be entitled to vote. Division 3 Terms and Vacancies 59 Repealed 2022 c16 s3(17). Vacancy on the board of directors 60(1) Unless the bylaws provide otherwise, if there is a vacancy on the board of directors the remaining directors may, subject to subsection (3), call a special meeting of the persons who are entitled to vote for the purpose of electing or appointing directors to fill the vacancy.

(1.1) Unless the bylaws provide otherwise, (

a) a person entitled to attend the special meeting may attend the meeting by electronic means, (

b) the special meeting may be held entirely by electronic means, and (

c) a person attending a meetin g by electronic means under clause (

a) or (

b) is deemed for the purposes of this

section to be present in person at the meeting.

(2) If, at the close of a meeting of a cooperative, the persons at the meeting have failed to elect or appoint the number or minimum number of directors required by this Act or the articles, the purported election or appointment of directors at the meeting

Section 61

Chapter C-28.1 COOPERATIVES ACT 53 (

a) is valid if the directors pu rported to be elected or appointed and the incumbent directors, if any, whose terms did not expire at the close of the meeting together constitute a quorum, or (

b) is void if the directors pu rported to be elected or appointed and the incumbent directors, if any, whose terms did not expire at the close of the meeting together do not constitute a quorum.

(3) If there is a vacancy on the board of directors, except a vacancy because of an increase in the number or minimum number of directors or because of a failure to elect or appoint the number of directors required by the articles, and there is still a quorum on the board, the remaining directors may (

a) continue to fulfil their functions without filling the vac ancy, or (

b) subject to subsection (5), appoint a director to fill the vacancy.

(4) If the directors holding office no longer constitute a quorum, the remaining directors must, without delay, call a special meeting of the persons who are entitled to vote to fill the vacancy, and if they fail to do so, any person who is entitled to vote at a meeting of the cooperative may call the meeting.

(5) If there is a vacancy in the position of a director who is to be elected by a class vote of either the members or the investment shareholders, (

a) any remaining directors elect ed or appointed by that class may act under subsection (3), or (

b) if there are no remaining d irectors of that class, any member of the class may call a special meeting to elect a director to fill a vacancy. 2001 cC-28.1 s60;2022 c16 s3(18) Board of directors vacant 61(1) If the board of directors is vacant, any person who is entitled to vote at a meeting of the cooperative may call a special meeting to elect directors to fill the vacancies.

(2) If all of the directors have resigned or been removed without replacement, a person who manages or supervises the management of the business and affairs of the cooperative is, subject to any

Section 62

Chapter C-28.1 COOPERATIVES ACT 54 unanimous agreement, deemed to be a director for the purposes of this Act. (3) Subsection (2) does not apply to (

a) an officer who manages the business or affairs of the cooperative under the direction or control of a member, shareholder or other person, (

b) a lawyer, accountant or oth er professional who participates in the management of the cooperative solely for the purpose of providing professional services, or (

c) a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the cooperative or exercises control over its property solely for the purpose of the realization of security or, in the case of a trustee in bankruptcy, the administration of a bankrupt’s estate. Unexpired term of director’s office 62 Unless the bylaws provide otherwise, a director who is elected or appointed to fill a vacancy holds office for the unexpired term of the director’s predecessor in office.

Right to attend meetings 63 A director is entitled to receive notice of, to attend and to be heard at every meeting of the cooperative. Continuation in office 64 If the election of directors does not occur at the time fixed by this Act, the bylaws or a unanimous agreement, the directors then in office continue in office until their successors are elected. Division 4 Resignation and Termination of Directors Ceasing to hold office 65(1) A director ceases to hold office when that director (

a) d i e s , (

b) resigns, (

c) is removed from office, or

Section 66

Chapter C-28.1 COOPERATIVES ACT 55 (

d) becomes disqualified from continuing as a director under

section 52.

(2) The resignation of a director becomes effective on the later of (

a) the day a letter of resig nation is received by the cooperative, and (

b) the date specified in the letter of resignation. 2001 cC-28.1 s65;2022 c16 s3(19) Removal of directors 66(1) A director may be removed from office at a special meeting by an ordinary resolution cast by or on behalf of the persons who, pursuant to the bylaws, are entitled to vote on the resolution.

(2) The vacancy created by the removal of a director may be filled at the meeting at which the director was removed. Resignation statement 67(1) A director who (

a) resigns, (

b) receives a notice or other wise learns of a meeting of members called for the purpose of removing the director from office, or (

c) receives a notice or other wise learns of a meeting of directors or members at which another person is to be elected or appointed to fill the office of director, whether because of resignation or removal or because the director’s term of office has expired or is about to expire, is entitled to submit to the cooperative a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.

(2) When the cooperative receives a written statement from a director giving reasons why the director opposes any proposed action or resolution, it must ensure that a copy of the statement is given or sent without delay, in the same way in which a notice of meeting is given or sent pursuant to the regulations, to every person who is entitled to receive notice of the meeting.

(3) No cooperative or person acting on its behalf incurs any liability by reason only of circulating a director’s statement to comply with subsection (2).

Section 68

Chapter C-28.1 COOPERATIVES ACT 56 Notice of change 68 Within 15 days after a change of its directors, the cooperative must send the Registrar a notice setting out the change in the form set by the Registrar. 2001 cC-28.1 s68;2022 c16 s3(91) Division 5 Meetings and Quorum of Directors Place of directors meetings 69(1) Unless the articles or bylaws provide otherwise, the directors may meet anywhere.

(2) Unless the bylaws provide otherwise, notice of all relevant information about a meeting of directors must be given to every director at least 10 days before the date of the meeting by (

a) mailing the notice to the l atest address of the director as shown on the records of the cooperative, or (

b) electronic means in accordance with the provisions of the Electronic Transactions Act. 2001 cC-28.1 s69;2022 c16 s3(20) Contents of notice 70 Notice of a meeting of directors must specify all relevant information about the meeting but need not specify the matters to be dealt with at the meeting, except the matters listed in

section 89(3). 2001 cC-28.1 s70;2022 c16 s3(21) Waiver of notice 71 A director may, in any manner, waive notice of a meeting of directors, and attendance at a meeting constitutes waiver of notice unless the director is attending for the purpose of objecting to the meeting on the ground that it was not lawfully called. When notice not required 72 There is no need to give notice for the continuation of a meeting of directors that is adjourned or for a meeting of directors that immediately follows an annual meeting.

Quorum 73(1) Unless the articles, the bylaws or a unanimous agreement provides for a greater proportion, a majority of directors, subject to subsection (2), constitutes a quorum at any meeting of directors or of a committee of directors and, despite any vacancy among the

Section 75

Chapter C-28.1 COOPERATIVES ACT 57 directors, a quorum of directors may exercise all the powers of the directors.

(2) To constitute a quorum, the majority of directors at the meeting must be members of the cooperative, representatives of members that are entities or members of members that are cooperative entities. 2001 cC-28.1 s73;2022 c16 s3(22) 74 Repealed 2022 c16 s3(23). Electronic meeting 75 Unless a cooperative’s bylaws expressly provide otherwise, (

a) a director or any other person entitled to attend a meetin g of directors may attend the meeting by electronic means, (

b) a meeting of directors may be held entirely by electronic means, and (

c) a director or any other person attending a meeting by electronic means under clause (

a) or (

b) is deemed for all purposes under this Act to be present in person at the meeting. 2001 cC-28.1 s75;2021 c3 s4 Validity of acts 76

An act of a director or officer is valid despite an irregularity in the person’s election or appointment or a defect in that person’s qualifications. Resolution in place of directors meeting 77(1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee of directors is as valid as if it had been passed at a meeting of directors or of a committee of directors.

(2) A copy of every resolution signed by the directors must be kept with the minutes of the meetings of the directors or committee of directors.

(3) An entry in the minutes of a meeting of a cooperative of a vote taken, including one taken in a meeting held in accordance with

section 75, or a resolution made under subsection (1) is, in the absence of evidence to the contrary, proof of the outcome of the vote or resolution.

Section 78

Chapter C-28.1 COOPERATIVES ACT 58 Division 6 Liability of Directors General liability 78(1) All directors who vote for or consent to a resolution authorizing the issue of a share in exchange for a thing or service other than money are jointly and individually liable to the cooperative for any amount by which the consideration received is less in value than the money that the cooperative would have received if the share had been issued for money on the date of the resolution.

(2) A director is not liable under subsection (1) if the director proves that the director did not know and could not reasonably have known that the share was issued for consideration less in value than the money that the cooperative would have received if the share had been issued for money on the date of the resolution.

(3) All directors who vote for or consent to a resolution authorizing any of the following matters are jointly and individually liable to the cooperative for any amounts so distributed or paid and not otherwise recovered by the cooperative: (

a) a redemption of s hares or other acquisition of investment shares or the repayment of member loans contrary to this Act; (

b) a commission contrary to this Act; (

c) a payment of a dividend, a patronage return or interest contrary to this Act; (

d) financial assistance contrary to this Act; (

e) a payment of an indemn ity contrary to this Act; (

f) any other payment contrary to this Act.

(4) A director is not liable under subsection (3) if the director proves that the director did not know and could not reasonably have known that the amounts so distributed or paid were paid contrary to this Act.

(5) A director who satisfies a judgment for a debt owed under this

section is entitled to contribution from the other directors who were liable for the debt.

Section 79

Chapter C-28.1 COOPERATIVES ACT 59

(6) A director who is liable under subsection (3) may apply to the Court for an order to recover any money or property referred to in subsection (3).

(7) The Court may, if it is satisfied that it is equitable to do so, (

a) order any person to pay or deliver to the director any money or property referred to in subsection (3) that was paid or distributed to that person; (

b) order a cooperative to retur n or issue shares to a person from whom the cooperative redeemed or otherwise acquired shares; (

c) order any person to repay t o the cooperative the amount of a member loan that was repaid; (

d) make any further order that it thinks fit.

(8) An action to enforce a liability imposed by this

section may not be commenced more than 2 years after the date of the resolution authorizing the action complained of. Directors’ liability for wages 79(1) The directors of a cooperative are jointly and individually liable to employees of the cooperative for all debts not exceeding 6 months’ wages payable to each employee for services performed for the cooperative while they are directors. (2) Subsection (1) does not render a director liable for debts for wages (

a) if the director believes on reasonable grounds that the cooperative can pay the debts as they become due, or (

b) if the debts are payable to employees for services performed while the property of the cooperative is under the control of a receiver, receiver-manager, trustee in bankruptcy or liquidator.

(3) A director is not liable under subsection (1) unless (

a) the cooperative has been sued for the debt within 6 months after it has become due and writ proceedings have been returned unsatisfied in whole or in part, (

b) the cooperative has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within 6 months after the earlier of the date

Section 80

Chapter C-28.1 COOPERATIVES ACT 60 of commencement of the liquidation and dissolution proceedings and the date of dissolution, or (

c) the cooperative has made an assignment or a receiving order has been made against it under the Bankruptcy and Insolvency Act (Canada) and a claim for the debt has been proved within 6 months after the date of the assignment or receiving order.

(4) No action may be brought against a director under this

section more than 2 years after the date that person ceased to be a director.

(5) If writ proceedings referred to in subsection (3)(

a) have issued, the amount recoverable from a director is the amount remaining unsatisfied.

(6) If a director pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to, and if a judgment has been obtained, the director is entitled to an assignment of the judgment.

(7) A director who has satisfied a claim under this

section is entitled to contribution from the other directors who were liable for the claim. Division 7 Disclosure of Interests What must be disclosed 80(1) A director or officer must, in accordance with this Division, disclose to the cooperative the nature and extent of any interest that the director or officer has in a material contract or transaction, or a proposed material contract or transaction, with the cooperative, and any material change to any such interest, if the director or officer (

a) is a party to the c ontract or transaction, (

b) is a director or officer, or an individual acting in a sim ilar capacity, of a party to the contract or transaction, or (

c) has a material interest i n a party to the contract or transaction.

(2) Repealed 2022 c16 s3(23).

Section 81

Chapter C-28.1 COOPERATIVES ACT 61

(3) The director or officer must make the disclosure in writing to the cooperative or request to have it entered in the minutes of a meeting of directors. 2001 cC-28.1 s80;2022 c16 s3(23) When disclosure must be made 81 A director must make the disclosure referred to in

section 80(1) (

a) at the meeting of directors at which the proposed contract or transaction is first considered; (

b) if the director did not hav e an interest in the proposed contract or transaction at the time of the meeting referred to in clause (a), at the first meeting after the director acquires an interest in it; (

c) if the director acquires an interest in a contract or tran saction after it is made, at the first meeting after the director acquires an interest in it; (

d) if there is a material chan ge in the director’s interest in the contract, transaction, proposed contract or proposed transaction, at the first meeting after the change; (

e) if the director had an inte rest in the contract or transaction or proposed contract or proposed transaction before becoming a director, at the first meeting after becoming a director; (

f) if the contract or transac tion or proposed contract or proposed transaction is one that would not, in the ordinary course of business, require the approval of the directors, as soon as the director becomes aware of the contract or transaction or proposed contract or proposed transaction. Disclosure of interest by officers 82 An officer who is not a director must make the disclosure referred to in

section 80(1) (

a) immediately after becoming aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of directors; (

b) if the officer acquires an i nterest in a contract or transaction after it is made, immediately after the officer acquires an interest in it;

Section 83

Chapter C-28.1 COOPERATIVES ACT 62 (

c) if there is a material chan ge in the officer’s interest in the contract, transaction, proposed contract or proposed transaction, immediately after the change; (

d) if the officer had an intere st in the contract or transaction or proposed contract or proposed transaction before becoming an officer, immediately after becoming an officer; (

e) if the contract or trans action or proposed contract or proposed transaction is one that would not, in the ordinary course of business, require the approval of the directors, as soon as the officer becomes aware of the contract or transaction or proposed contract or proposed transaction. Access to disclosures 83 The members and investment shareholders may examine the portions of minutes of meetings of directors, of other documents that contain disclosures under sections 80 to 86 and of the general notice referred to in

section 86 during the usual business hours of the cooperative. Modification of procedural requirements 84 The members and investment shareholders may, by unanimous agreement, modify the procedural requirements of sections 80 to 88. Voting on contracts and transactions when there is a conflict 85(1) A director who is interested in a contract or transaction or proposed contract or proposed transaction referred to in

section 80(1) may not be present for the vote or vote on any resolution to approve the contract or transaction. (2) Subsection (1) does not apply to (

a) a contract or transaction or proposed contract or proposed transaction that relates primarily to the director’s remuneration as a director, officer, employee or agent of the cooperative or of one of its subsidiaries, or (

b) a contract for indemnity or insurance under

section 94. Continuing disclosure 86 It is a sufficient declaration of interest in a contract or transaction or proposed contract or proposed transaction if the director or officer gives a general notice to the directors declaring

Section 87

Chapter C-28.1 COOPERATIVES ACT 63 that the director or officer has an interest in a contract or transaction or proposed contract or proposed transaction made with an entity (

a) because the director or offi cer is a director or officer of an entity, or acts in a similar capacity, (

b) because the dir ector or officer has a material interest in an entity, or (

c) because there has been a change in the nature of the director’s or officer’s interest in the entity. Effect of disclosure 87 A contract or transaction for which disclosure must be made under

section 80 is not invalid, and the director or officer is not accountable to the cooperative or its members or investment shareholders for any profit realized from the contract or transaction, by reason only of the interest of the director or officer in the contract or transaction, if (

a) disclosure of the interest was made in accordance with thi s Act, or (

b) disclosure of the interest was not made in accordance with this Act but (

i) disclosure of the interest was made, (ii) the contract or transaction was approved by a majority of the members of the cooperative or a majority of the members present at a meeting of the members, and (iii) the contract or transactio n was reasonable and fair to the cooperative at the time it was approved. Court order to set aside transaction 88 If a director or officer of a cooperative (

a) fails to disclose an inte rest in a material contract or transaction in accordance with

section 80, 81, 82 or 86, or (

b) otherwise fails to comply w ith

section 80, 81, 82, 85, 86 or 87, the Court may, on the application of the cooperative or a member or investment shareholder, set aside the contract or transaction on any terms that it thinks fit or order that the director or officer

Section 89

Chapter C-28.1 COOPERATIVES ACT 64 account to the cooperative or its members or investment shareholders for any profit realized from the contract or transaction. Appointment of managing director or committee 89(1) The directors may appoint any committee they consider necessary, which may exercise any powers that are delegated to it by the directors, subject to any restrictions imposed by the directors.

(2) The directors may appoint a managing director.

(3) The directors may delegate to a managing director or to a committee referred to in subsection (1) any powers of the directors except the power to (

a) fill a vacancy among the di rectors or in the office of the auditor, or appoint additional directors, (

b) declare dividends on shares, interest on member loans or patronage returns, (

c) approve a financial sta tement of the cooperative, (

d) submit to the persons who are entitled to vote on them questions or matters required to be approved at a meeting of the cooperative, (

e) make decisions that by this Act, the articles or a unanimous agreement are required to be made by a special resolution, (

f) redeem shares or otherwise acquire investment shares issue d by the cooperative, (

g) pay a commission referred to in

section 112, (

h) approve a management proxy circular referred to in

Part 6, or (

i) issue securities, except in the manner and on the terms authorized by the directors.

(4) A director who is appointed to a committee may remain on the committee until the appointment is revoked or the person ceases to be a director. 2001 cC-28.1 s89;2022 c16 s3(24)

Section 90

Chapter C-28.1 COOPERATIVES ACT 65 Deemed consent of directors 90(1) A director who is present at a meeting of directors or a meeting of a committee of directors is deemed to have consented to any resolution made or action taken at the meeting unless (

a) the director requests that a dissent be entered in the min utes of the meeting or the dissent is so entered, (

b) the director sends a dissent to the secretary of the meeting before it is adjourned, or (

c) the director sends a dissent by registered mail, electroni c means or personal delivery to the registered office of the cooperative immediately after the meeting is adjourned.

(2) A director who votes for or expressly consents to a resolution or action taken at a meeting of directors or of a committee of directors is not entitled to dissent later.

(3) A director who is not present at a meeting of directors or of a committee of directors is deemed to have consented to any resolution made or action taken at the meeting unless the director, within 7 days after becoming aware of the resolution or action, (

a) causes a dissent to be entered in the minutes of the meeti ng, or (

b) sends a dissent by register ed mail, electronic means or personal delivery to the registered office of the cooperative.

(4) A dissent sent by electronic means under this

section is deemed to have been received, served or delivered at the time it would be received in the ordinary course of electronic means despite the fact that it is returned as undeliverable. 2001 cC-28.1 s90;2022 c16 s3(25) Defence for directors 91 A director is not liable under this

Part if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances to prevent the failure to fulfil the director’s duties, including reliance in good faith on financial statements of the cooperative, on the reports of experts and on information presented by officers or professionals. Remuneration 92 Unless the articles, the bylaws or a unanimous agreement provides otherwise, the directors may fix the remuneration of the directors, officers and employees of the cooperative.

Section 93

Chapter C-28.1 COOPERATIVES ACT 66 Division 8 Officers of a Cooperative Types of offices and functions 93 Subject to the articles, the bylaws and any unanimous agreement, the directors may (

a) designate the offices of the cooperative; (

b) specify the powers an d duties of each office; (

c) appoint any individual 18 years of age or older, including a director, to be an officer; (

d) appoint one individual to hold more than one office; (

e) delegate to the officers th e power to manage the business and affairs of the cooperative, except a power referred to in

section 89(3). Division 9 Indemnification of Directors and Officers Nature of indemnification 94(1) A cooperative may indemnify an individual who is or was a director or officer of the cooperative or who at the cooperative’s request acts or acted (

a) as a director or offi cer of the cooperative, (

b) as a director or offi cer of another entity, or (

c) as an individual in a simila r capacity for the cooperative or other entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a claim reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved by reason of the individual’s association with the cooperative or entity.

(2) A cooperative may advance money to a director, officer or other individual for the costs of a proceeding referred to in subsection (1), but the individual must repay the money if the Court determines that the individual did not fulfil the conditions of subsection (3), unless the members and investment shareholders decide, by separate resolutions, that the individual need not repay the money.

Section 95

Chapter C-28.1 COOPERATIVES ACT 67

(3) A cooperative may not indemnify an individual under subsection (1) unless the individual (

a) acted honestly and in good faith with a view to the best interests of the cooperative or, as the case may be, to the best interests of the entity for which the individual acted as director or officer or in a similar capacity at the cooperative’s request, and (

b) in the case of a criminal o r administrative proceeding, had reasonable grounds for believing that the individual’s conduct was lawful.

(4) A cooperative may not indemnify an individual under subsection (1) or advance money for costs under subsection (2) in respect of an action by or on behalf of the cooperative or entity, unless the Court so orders.

(5) An individual referred to in subsection (1) is entitled to indemnity from the cooperative for the costs, charges and expenses referred to in that subsection if the individual (

a) was judged by the Court not to have committed any fault or omitted to do anything that the individual ought to have done, (

b) fulfils the conditions in subsection (3), and (

c) is fairly and reasonably entitled to indemnity.

(6) A cooperative may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual by reason of being or having been (

a) a director or officer of the cooperative, (

b) a director or officer of another entity, or (

c) an individual that has acted in a similar capacity for the cooperative or other entity, if the individual acts or acted in that capacity at the cooperative’s request. Application to Court to approve indemnity 95(1) The Court may, on the application of a cooperative or an individual referred to in

section 94, approve an indemnity under that

section and make any further order that it sees fit.

Section 96

Chapter C-28.1 COOPERATIVES ACT 68

(2) On an application under subsection (1), the Court may order notice to be given to any interested person, and the interested person is entitled to appear and be heard personally or by counsel. 2001 cC-28.1 s95;2022 c16 s3(26) Division 10 Unanimous Agreements Restricting powers of directors 96(1) If a provision in the articles of a cooperative or in a unanimous agreement (

a) restricts, in whole or in pa rt, the discretion or powers of the directors to manage, or supervise the management of, the business and affairs of the cooperative, or (

b) vests in the members, in whole or in part, the power to manage, or supervise the management of, the business and affairs of the cooperative, that provision is valid as long as the cooperative has at least 3 directors or any greater minimum number that is set out in the articles.

(2) Subject to this

section but notwithstanding

section 164(2), any purchaser or transferee of a share that is subject to a unanimous agreement is deemed to be a party to the unanimous agreement.

(3) If notice of the existence of a unanimous agreement is not given to the purchaser or transferee, the purchaser or transferee may, no later than 30 days after becoming aware of its existence, rescind the transaction by which the shares were acquired.

(4) Repealed 2022 c16 s3(27). 2001 cC-28.1 s96;2022 c16 s3(27) Rights of members 97 To the extent that a provision in the articles of the cooperative or in a unanimous agreement restricts the discretion or powers of the directors to manage, or supervise the management of, the business and affairs of the cooperative, members who are given the power to manage, or supervise the management of, the business and affairs of the cooperative have all the rights, powers, duties and liabilities of directors, whether they arise under this Act or otherwise, and any defences available to the directors, and the directors are relieved of their rights, powers, duties and liabilities, including their liability under

section 79, to the same extent.

Section 98

Chapter C-28.1 COOPERATIVES ACT 69 Provisions for meetings in unanimous agreements 98 A unanimous agreement may contain provisions respecting the rules and procedures governing meetings under this Act and provisions that eliminate the need for annual meetings of investment shareholders and meetings of directors. Financial information when no annual meeting required 99 If there is to be no annual meeting of investment shareholders because of a provision in a unanimous agreement, the cooperative must send to any investment shareholder who requests them (

a) comparative financial stat ements referred to in

section 228(1)(a), (

b) the report of the auditor, and (

c) any further information about the financial position of th e cooperative required by the bylaws or unanimous agreement.

Part 5 Capital Structure Division 1 Membership Capital Loan capital 100 The capital of a cooperative without membership shares may be in the form of member loans, and those loans may be in the amounts, payable at the times, and with or without interest, as the articles of the cooperative provide. Membership shares 101 A cooperative with membership shares must have at least one class of membership shares, designated as such in the articles. Issuance to members 102(1) Where membership shares are issued by a cooperative, membership shares may only be issued to members, each of whom must hold the minimum number of membership shares specified in the bylaws.

(2) A member is the holder of a membership share of a cooperative when, according to the members register of the cooperative, the member is the owner of the membership share or is entitled to be

Section 103

Chapter C-28.1 COOPERATIVES ACT 70 entered in the members register as the owner of the membership share.

(3) Subject to

Part 18, the membership shares of a cooperative confer on their holders equal rights, including equal rights (

a) to receive dividends declared on membership shares, and (

b) subject to the articles, to receive the remaining property of the cooperative on dissolution.

(4) The articles may not include any preference, right, condition, restriction, limitation or prohibition on membership shares, except as provided for by this Act.

(5) A transfer of membership shares is valid only if it complies with

section 48.

(6) The right to vote attaches to membership in accordance with

section 34, not to a membership share.

(7) Subject to sections 128 and 131, membership shares may be redeemed by the cooperative. Division 2 Certificates Issue of membership certificates 103(1) Unless required by the bylaws of a cooperative, no certificates need be issued in respect of membership shares or member loans.

(2) On the request of a member, a cooperative must issue a statement of the number of membership shares held by, or the amount of any member loan of, the member.

(3) Where a cooperative issues certificates in respect of membership shares or member loans, the face of each certificate that the cooperative issues after the coming into force of this

section must contain (

a) the name of the cooperative, (

b) a statement that the cooper ative is subject to this Act, (

c) the name of the person to whom it is issued,

Section 104

Chapter C-28.1 COOPERATIVES ACT 71 (

d) a statement that the certifi cate represents membership shares in, or member loans to, the cooperative, and the number of membership shares or the amount of the member loans, (

e) a statement that the certifi cate is not transferable without the approval of the directors, and (

f) a statement that there is a charge on the membership shares or member loans represented by the certificate in favour of the cooperative for any indebtedness of the member to the cooperative.

(4) Each member is entitled to a certificate of membership. Authorized capital 104(1) The membership shares of a cooperative may be issued with or without a par value.

(2) If the membership shares of a cooperative are issued with a par value, the articles must specify that fact and specify their par value and any limit on their number.

(3) If the membership shares of a cooperative are without par value, the articles must specify that fact and specify any limit on their number. Fixed or determined value 105 If any no-par-value membership shares of a cooperative are to be issued and are to be redeemed at a fixed or determined value, the articles must set out those facts and state the fixed price or the formula to be used to determine the value. Distribution on dissolution 106(1) The articles of a cooperative may provide for the payment of all debts and liabilities on dissolution of the cooperative, including (

a) any declared and unpaid dividends, (

b) the amount to be paid to the holders of any investment shares, and (

c) the amount to be paid on the redemption of membership shares.

(2) The articles of the cooperative, except the articles of a cooperative that is governed by

Part 18, may provide that after the

Section 107

Chapter C-28.1 COOPERATIVES ACT 72 payment of all debts and liabilities pursuant to subsection (1), the value of the remaining property of the cooperative is to be distributed to any person, including distribution (

a) among the members at th e time of dissolution in any manner, including equally among the members irrespective of the number of membership shares or amount of member loans, if any, held or made by a member, (

b) among the members at the tim e of dissolution on the basis of patronage returns accrued to those members during a stated period before the dissolution, or (

c) to charitable organizations or cooperative entities. Charge on membership shares for amounts 107(1) A cooperative has a charge on a membership share, membership loan or any amount standing to the credit of a member or the legal representative of a member for a debt of that member to the cooperative.

(2) A cooperative may (

a) enforce a charge referred to in subsection (1) in the mann er set out in its bylaws, or (

b) apply any money standing to the credit of a member toward payment of a debt due by the member to the cooperative. Division 3 Investment Shares Investment shares 108(1) The articles of a cooperative may provide that the cooperative may issue investment shares, and if they do, the articles must set out the following: (

a) whether the investment shares may be issued to non-members, (

b) whether the number of investment shares is to be unlimited and, if not, the maximum number of investment shares that may be issued, (

c) the number of classes of investment shares, and (

d) the preferences, rights, c onditions, restrictions, limitations and prohibitions attaching to investment shares and, if there

Section 109

Chapter C-28.1 COOPERATIVES ACT 73 is to be more than one class, the designation of each class and the special preferences, rights, conditions, restrictions, limitations and prohibitions attaching to each class.

(2) A person is an investment shareholder of a cooperative when, according to the securities register of the cooperative, the person is the owner of an investment share or is entitled to be entered in the securities register of the cooperative as the owner of an investment share.

(3) Subject to the articles and to this Act, no right to vote at a meeting of the members attaches to an investment share.

(4) The articles may provide that (

a) an investment shareholder has the right to vote at an elec tion of directors by reason of an ev

Document details

Collection	Alberta — Consolidated Statutes
Citation	RSA 2000 cC-28.1
Type	statute
Volume / chapter	RSA 2000 cC-28.1
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	0f6da6ba7dd77552ff3487dbcb31da0d6592777b

Source file is stored in the law ingest library (pdf).