Bill 21 (Legislature 30, Session 3)

L30 S3 11977

Alberta — Bills

2022 Bill 21 Third Session, 30th Legislature, 71 Elizabeth II THE LEGISLA TIVE ASSEMBLY OF ALBERTA BILL 21 RED T APE REDUCTION STATUTES AMENDMENT ACT, 2022 THE ASSOCIATE MINISTER OF RED TAPE REDUCTION Firs t Reading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Reading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Committee of the Whole . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Third Reading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royal Assent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1 Bill 21 BILL 21 2022 RED TAPE REDUCTION STATUTES AMENDMENT ACT, 2022 ( A s s e n t e d t o , 2 0 2 2 ) HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows: Animal Health Act Amends SA 2007 cA-40.2 1(1) The Animal Health Act is amended by this section.

(2) Section 9 is repealed and the following is substituted: Duty to report 9(1) An owner of an animal or an authorized person who knows or ought to know that a reportable disease is, or may be, present in an animal must report it to the chief provincial veterinarian in accordance with the regulations.

(2) An owner of an animal or an authorized person who knows or ought to know that a notifiable disease is, or may be, present in an animal must report it to the chief provincial veterinarian in accordance with the regulations.

1 Explanatory Notes Explanatory Notes Animal Health Act 1(1) Amends

chapter A-40.2 of the Statutes of Alberta, 2007.

(2) Section 9 presently reads: 9(1) Subject to the regulations, an owner of an animal or an authorized person who knows or ought to know that a reportable disease prescribed in the regulations is, or may be, present in an animal must report it to the chief provincial veterinarian within 24 hours.

(2) Subject to the regulations, an owner of an animal or an authorized person who knows or ought to know that a notifiable disease described in

section 4 is, or may be, present in an animal must report it to the chief provincial veterinarian within 24 hours.

2 Child, Youth and Family Enhancement Act Amends RSA 2000 cC-12 2(1) The Child, Youth and Family Enhancement Act is amended by this section.

(2) Section 105.3(3) is amended by striking out “is one year from the date of its issue” and substituting “is the term specified in the regulations”.

(3) Section 120(1) is amended by adding the following after clause (d): (

e) in respect of a decision und er subsection (2)(a.1) to (a.4), a foster parent.

(4) This

section comes into force on Proclamation. Cooperatives Act Amends SA 2001 cC-28.1 3(1) The Cooperatives Act is amended by this section.

(2) Section 1(1) is amended (

a) by adding the following after clause (i): (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; (

b) by repealing clause (r); (

c) in clause (

u) by striking out “Alberta Securities Commission as defined in the Securities Act” and substituting “Commission”; (

d) by adding the followi ng after clause (pp): (pp.1) “Registrar” m eans the Registrar of Cooperatives appointed under this Act;

2 Explanatory Notes Child, Youth and Family Enhancement Act 2(1) Amends

chapter C-12 of the Revised Statutes of Alberta 2000.

(2) Section 105.3(3) presently reads:

(3) Unless otherwise specified in the licence, the term of a residential facility licence is one year from the date of its issue.

(3) Adds persons affected by a decision of a director who may appeal decision.

(4) Coming into force. Cooperatives Act 3(1) Amends

chapter C-28.1 of the Statutes of Alberta, 2001.

(2) Section 1(1) presently reads in part: 1(1) In this Act, (r) “Director” means the Direct or of Cooperatives appointed under this Act; (u) “Executive Director” means the Executive Director of the Alberta Securities Commission as defined in the Securities Act;

(3) Section 3 is amended (

a) in subsections (1) and (2) by striking out “Director” and substituting “Registrar”; (

b) by repealing subsection (3).

(4) Section 4 is amended (

a) in the portion preceding clau se (

a) and clauses (

b) and (

c) by striking out “Director” and substituting “Registrar”; (

b) by repealing clauses (

d) to (g).

3 Explanatory Notes

(3) Section 3 presently reads: 3(1) Three or more persons who intend to be members of the cooperative may apply to the Director 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 Director to become incorporated as a cooperative.

(3) A person may not apply to incorporate a cooperative if (

a) that person is an i ndividual under 18 years of age, (

b) the person (

i) has the status of bankrupt, (ii) is a represented adult under the Adult Guardianship and Trusteeship Act, (iii) is a formal patient under the Mental Health Act, or (iv) is the subject of or deta ined by a warrant of committal or assessment order, or is detained otherwise, under the Criminal Code (Canada).

(4) Section 4 presently reads in part: 4 To make an application for incorporation as a cooperative, the applicant must send to the Director (

b) a notice of the registered offi ce in the detail required by the Director; (

c) a notice of the names and addre sses of directors in the detail required by the Director; (

d) a declaration signed by the one or more incorporators that after incorporation the cooperative will be organized and operated, and will carry on business, on a cooperative basis; (

e) information about the applican ts that may be required by regulations made under the Agricultural and Recreational Land Ownership Act or

section 35 of the Citizenship Act

(5) Section 5 is amended (

a) in subsection (1) (

i) by repealing clause (b); (ii) in clause (

l) by striking out “the rights and restrictions attaching to investment shares, or each class of them” and substituting “the particulars of it”; (iii) by repealing clauses (m), (

n) and (o); (

b) by repealing subsection (2).

4 Explanatory Notes (Canada) in the form and m anner prescribed by those regulations; (

f) if applicable, a declaratio n signed by the one or more incorporators that after incorporation the cooperative will comply with the applicable division of

Part 18; (

g) any other information that the Director may require to make a decision about whether to incorporate a cooperative;

(5) Section 5 presently reads in part: 5(1) Articles of incorporation must be signed by the incorporators and must contain the following particulars: (

b) where in Alberta the coopera tive’s proposed registered office will be located; (

l) whether there is to be investm ent share capital and, if so, the rights and restrictions attaching to investment shares, or each class of them; (

m) the price or formula to be us ed for the issuance of investment shares and the redemption of redeemable investment shares; (

n) if there is to be investment share capital, procedures for member authorization of the issuance of investment shares; (

o) if there are to be constr aints on investment shares, any constraints respecting (

i) the issue or transfer of in vestment shares of any class or series to persons who are not resident in Canada, (ii) the issue or transfer of in vestment shares of any class or series to enable the cooperative or any of its affiliates or associates to qualify under any prescribed law of Canada or a province or territory (

A) to obtain a licence to carry on a business, (

B) to become a publisher of a Canadian newspaper or periodical, or (

C) to acquire investmen t shares of a financial intermediary as defined in the regulations,

(6) Section 7 is amended (

a) by repealing subsection (1) and substituting the following: 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. (

b) by repealing subsections (3) and (4) and substituting the following:

(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.

(7) Section 12 is amended by renumbering it as

section 12(1) and adding the following after subsection (1):

(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.

5 Explanatory Notes or (iii) the issue, transfer or ow nership of investment shares of any class or series to assist the cooperative or any of its affiliates or associates to qualify under any prescribed law of Canada or a province or territory to obtain licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control;

(2) The articles may include any provisions that could be included in the bylaws of the cooperative and if they do, any reference in this Act to the bylaws of the cooperative is also a reference to those provisions of the articles.

(6) Section 7 presently reads in part: 7(1) No cooperative is to be incorporated under this Act unless (

a) the cooperative will carry on its undertaking, in whole or in part, in Alberta, and (

b) the cooperative has its re gistered office in Alberta.

(3) Subject to subsections (1) and (2), the Director must issue an incorporation certificate for a cooperative if the Director is satisfied that (

a) the articles comply with this Act and the regulations; (

b) the cooperative will be organized and operated, and will carry on business, on a cooperative basis; (

c) if applicable, the cooperative will comply with

Part 18.

(4) For the purposes of deciding whether to issue an incorporation certificate, the Director may rely on the articles and the declarations of the incorporators.

(7) Section 12 presently reads: 12 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.

6 (8)

Section 13(2) is repealed.

(9) Section 14 is amended (

a) in subsection (1) by striking out “the cooperative’s articles, bylaws and any unanimous agreement, and one copy of any amendments to them” and substituting “each record referred to in

section 28(1)(a)”; (

b) in subsection (2) by striking out “the cooperative’s articles, bylaws and any unanimous agreement and any amendments to them” and substituting “each record referred to in

section 28(1)(a)”.

(10) Section 20 is amended (

a) in subsection (1) by striking out “Director” and substituting “Registrar”; (

b) in subsection (2) (

i) by striking out “Director’s” and substituting “Registrar’s”; (ii) by striking out “Director” and substituting “Registrar”; (

c) by repealing subsection (4); (

d) in subsection (5) by striking out “Director” and substituting “Registrar”.

(11) Section 27 is amended (

a) in subsection (1) by striking out “in the place set out in its articles” and substituting “in Alberta”;

6 Explanatory Notes (8)

Section 13(2) presently reads:

(2) A cooperative must file a bylaw or an amendment to a bylaw with the Director within 60 days of the date the bylaw or amendment comes into force.

(9) Section 14 presently reads: 14(1) Each member and investment shareholder is entitled to receive free of charge from the cooperative, on request, not more than once in each calendar year, one copy of the cooperative’s articles, bylaws and any unanimous agreement, and one copy of any amendments to them.

(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 the cooperative’s articles, bylaws and any unanimous agreement and any amendments to them.

(10) Section 20 presently reads in part: 20(1) The Director 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 Director’s direction to change its name within 60 days after it is served with a written copy of the direction, the Director may issue a certificate of amendment revoking the name of the cooperative and assigning a new name to it.

(4) On issuing a certificate of amendment, the Director must give notice of the change of name without delay in a publication generally available to the public.

(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 Director 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).

(11) Section 27 presently reads: 27(1) A cooperative must maintain a registered office in the place set out in its articles.

7 (

b) by repealing subsections (2) and (3); (

c) in subsection (4) by striking out “Director” wherever it occurs and substituting “Registrar”.

(12) Section 30(2) is amended (

a) in clause (

b) by striking out “name and address” and substituting “name and contact information”; (

b) in clause (

c) by striking out “an undertaking” and substituting “a statutory declaration”.

(13) Section 31 is repealed.

(14) Section 52 is amended (

a) in subsection (1)(

c) by adding “or” at the end of subclause (ii) and repealing subclause (iii); (

b) in subsection (4) by striking out “A majority” and substituting “At least 25%”; (

c) by repealing subsection (5).

7 Explanatory Notes

(2) A notice of registered office in the form set by the Director must be sent to the Director together with any articles that designate or change the cooperative’s registered office.

(3) The directors may change the address of the cooperative’s registered office within the place specified in the articles.

(4) A cooperative must send to the Director, within 15 days after any change of address of its registered office, a notice in a form set by the Director.

(12) Section 30(2) presently reads in part:

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

b) the name and address of the applicant; (

c) an undertaking that the li st of members or investment shareholders obtained will not be used except as permitted in the bylaws.

(13) Section 31 presently reads: 31(1) A cooperative may, but need not, adopt a corporate seal and may change a corporate seal that is adopted.

(2) A document executed on behalf of a cooperative is not invalid merely because a corporate seal is not affixed to it.

(14) Section 52 presently reads in part: 52(1) A person is disqualified from becoming or continuing as a director if that person (

c) is an individual who (ii) is a formal patient as defined in the Mental Health Act, (iii) is the subject of an order under the Mentally Incapacitated Persons Act (RSA 1970 c232) appointing a committee of the individual’s person or estate or both, or

(4) A majority of the directors must be resident in Canada.

(5) Subject to

section 51(3) and

section 108(4) and (5), all directors must be elected by the members or, if members are represented by delegates, by the delegates of members.

8 (15)

Section 56(2) is repealed and the following is substituted:

(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.

(16) Section 57 is amended (

a) in subsection (1) by striking out “52(5), 59,”; (

b) by adding the following after subsection (9):

(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.

(17) Section 59 is repealed.

(18) Section 60 is amended (

a) in subsection (1) by striking out “must” and substituting “may”; (

b) by adding the following after subsection (1):

(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 meeti ng by electronic means under clause (

a) or (

b) is deemed for the purposes of this

section to be present in person at the meeting.

(19) Section 65(2)(

a) is amended by striking out “written”.

8 Explanatory Notes (15)

Section 56(2) presently reads:

(2) An incorporator or a director may call a meeting of directors referred to in subsection (1) by giving at least 5 days’ notice of the meeting to each director, stating the date, time and place of the meeting.

(16) Section 57 presently reads in part: 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 52(5), 59, 60, 61, 62, 64, 65, 66(2) and 108(4) and (5).

(17) Section 59 presently reads: 59 Subject to

section 64, no director may hold office for a term of more than 3 years, but a director may be re-elected or reappointed.

(18) Section 60 presently reads in part: 60(1) Unless the bylaws provide otherwise, if there is a vacancy on the board of directors the remaining directors must, 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.

(19) Section 65(2)(

a) presently reads:

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

a) the day a written letter of resignation is received by the cooperative, and

9 (20)

Section 69(2) is repealed and the following is substituted:

(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 noti ce to the latest 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.

(21) Section 70 is amended by striking out “the date, time and place of the meeting” and substituting “all relevant information about the meeting”.

(22) Section 73 is amended (

a) by renumbering it as

section 73(1); (

b) in subsection (1) by striking out “subject to

section 74” and substituting “subject to subsection (2)”; (

c) by adding the following after subsection (1):

(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.

(23) Sections 74 and 80(2) are repealed.

9 Explanatory Notes (20)

Section 69(2) presently reads:

(2) Unless the bylaws provide otherwise, notice of the date, time and place of a meeting of directors must be given to every director by sending the notice at least 10 days before the date of the meeting to the latest address of the director as shown on the records of the cooperative.

(21) Section 70 presently reads: 70 Notice of a meeting of directors must specify the date, time and place of the meeting but need not specify the matters to be dealt with at the meeting, except the matters listed in

section 89(3).

(22) Section 73 presently reads: 73 Unless the articles, the bylaws or a unanimous agreement provides for a greater proportion, a majority of directors, subject to

section 74, constitutes a quorum at any meeting of directors or of a committee of directors and, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

(23) Sections 74 and 80(2) presently read: 74(1) To constitute a quorum, a majority of the directors at the meeting must be (

a) resident in Canada, and (

b) members of the cooperative, representatives of members that are entities, or members of members that are cooperative entities.

(2) Notwithstanding subsection (1), a meeting of directors may be held without the required majority of directors who are resident in Canada if

10 (24)

Section 89(2) is amended by striking out “, who must be resident in Canada”.

(25) Section 90 is amended (

a) in subsection (1) (

i) in clause (

b) by striking out “written”; (ii) by repealing clause (

c) and substituting the following: (

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

b) by repealing subsection (3)(

b) and substituting the following: (

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

c) by adding the following after subsection (3):

(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.

10 Explanatory Notes (

a) a director who is resident in Canada and who is not present approves, in writing or by telephonic, electronic or other communication facilities, the business transacted at the meeting, and (

b) the required majority would have been present had that director been present at the meeting. 80(2) This

section does not require the disclosure of an interest in a contract or transaction that is available to and customarily entered into between the cooperative and its members if the contract or transaction is on the same terms as are generally available to members.

(24) Section 89(2) presently reads:

(2) The directors may appoint a managing director, who must be resident in Canada.

(25) Section 90 presently reads in part: 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 (

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

c) the director sends a written dissent by confirmed delivery service, or delivers it personally, to the registered office of the cooperative immediately after the meeting is adjourned.

(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, (

b) sends a written dissent by confirmed delivery service, or delivers it personally, to the registered office of the cooperative.

11 (26)

Section 95(2) is amended by striking out “in person” and substituting “personally”.

(27) Section 96(4) is repealed.

(28) Section 114(1) is amended by striking out “section 5(1)(o)” and substituting “section 5(1)(l)”.

(29) Section 116 is amended (

a) in subsection (2) by striking out “permitted under

section 5(1)(o)(iii)” and substituting “contained in the articles”; (

b) in subsection (3) by striking out “under

section 5(1)(o)(iii)”.

(30) Section 121 is amended (

a) in subsection (1) by striking out “a corporation” and substituting “an extra-provincial cooperative”; (

b) in subsection (2)

11 Explanatory Notes (26)

Section 95(2) presently reads:

(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 in person or by counsel.

(27) Section 96(4) presently reads:

(4) A notice of the initial execution or the termination of a unanimous agreement must be sent to the Director, in the form set by the Director, at the same time as the annual return referred to in

section 333. (28)

Section 114(1) presently reads: 114(1) Subject to

section 265(4), a distributing cooperative that has issued investment shares that are or were part of a distribution to the public, that remain outstanding and that are held by more than one person may, by a special resolution of the members and by a separate special resolution of the investment shareholders of each class, amend its articles to incorporate any matter referred to in

section 5(1)(o).

(29) Section 116 presently reads in part: (2) Subsection (1) does not apply in respect of a proposal to amend the articles to add a right or privilege for an investment shareholder to convert investment shares of a class or series into investment shares of another class or series that is subject to a constraint permitted under

section 5(1)(o)(iii) but otherwise equal to the class or series first mentioned.

(3) For the purpose of subsection (1)(e), a new class of investment shares, the issue, transfer or ownership of which is to be constrained by an amendment to the articles under

section 5(1)(o)(iii), that is otherwise equal to an existing class of investment shares is deemed not to be equal or superior to the existing class of shares.

(30) Section 121 presently reads in part: 121(1) When a corporation is continued under this Act, it may add to a stated capital account any money, or the value of any thing or service, received by it for an investment share it has issued.

(2) When a corporation is continued under this Act,

section 120(2) does not apply to the money, or the value of things or services,

12 (

i) by striking out “a corporation” and substituting “an extra-provincial cooperative”; (ii) by striking out “the corporation” and substituting “the extra-provincial cooperative”; (

c) in subsection (3) (

i) by striking out “a corporation” and substituting “an extra-provincial cooperative”; (ii) by striking out “the corporation” and substituting “the extra-provincial cooperative”; (

d) in subsection (4) (

i) by striking out “a cooperative” and substituting “an extra-provincial cooperative”; (ii) by striking out “the cooperative” and substituting “the extra-provincial cooperative”.

(31) Section 147(3) is amended by striking out “reporting issuer under Alberta securities law as defined in the Securities Act” and substituting “distributing cooperative”.

(32) Section 149 is amended (

a) by repealing subsection (2)(

c) and substituting the following: (

c) unless the proxy holder or alternate proxy holder has conflicting instructions from more than one investment shareholder, to vote at the meeting in respect of any matter by show of hands or any telephonic, electronic or other communication method that the cooperative has made available for that purpose.

12 Explanatory Notes received by it before it was so continued unless the investment share in respect of which the money, thing or service was received is issued after the corporation is continued.

(3) When a corporation is continued under this Act, any amount unpaid in respect of an investment share issued by the corporation before it was so continued and paid after it was so continued is added to the stated capital account maintained for the investment shares of that class or series.

(4) For the purposes of sections 129(2), 133, 136 and 274(2)(d), when a cooperative is continued under this Act, its stated capital account is deemed to include the amounts that would have been included if the cooperative had been incorporated under this Act.

(31) Section 147(3) presently reads:

(3) If the cooperative is a reporting issuer under Alberta securities law as defined in the Securities Act, a copy of any management proxy circular or dissident’s proxy circular sent under subsection (1) must be sent to the Executive Director together with a statement in the prescribed form and a copy of any notice of meeting, form of proxy and any other documents for use in connection with the meeting.

(32) Section 149 presently reads in part:

(2) A proxy holder or an alternate proxy holder has the same rights as the investment shareholder who appointed the proxy holder (

c) unless the proxy holder or alternate proxy holder has conflicting instructions from more than one investment shareholder, to vote at the meeting in respect of any matter (

i) by a show of hands, or (ii) if the proxy holder or al ternate proxy holder is attending the meeting by electronic means, by any electronic, telephonic or other method that the cooperative has made available for that purpose.

13 (

b) by repealing subsection (3)(

b) and substituting the following: (

b) unless the proxy holder or alternate proxy holder has conflicting instructions from more than one investment shareholder, a proxy holder or alternate proxy holder may vote in respect of that matter or group of matters by show of hands or any telephonic, electronic or other communication method that the cooperative has made available for that purpose. (33) Sections 151(2) and 156(13)(

b) are amended by striking out “in person” and substituting “personally”.

(34) Section 160 is amended by adding the following after subsection (3):

(4) A security certificate may be issued in an electronic form.

(35) Section 163(1) is amended (

a) by striking out “manually”; (

b) by striking out “, or a facsimile of the signature must be reproduced on the certificate”.

13 Explanatory Notes

(3) Notwithstanding subsections (1) and (2), if the chair of a meeting of investment shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to investment shares represented at the meeting by proxy required to be voted against what to the knowledge of the chair will be the decision of the meeting in relation to any matter or group of matters is less than 5% of all the votes that might be cast by investment shareholders present in person or represented by proxy at the meeting on the ballot, unless an investment shareholder or proxy holder demands a ballot, (

b) a proxy holder or alternate proxy holder may vote in respect of that matter or group of matters (

i) by a show of hands, or (ii) if the proxy holder or al ternate proxy holder is attending the meeting by electronic means, by any electronic, telephonic or other method that the cooperative has made available for that purpose, unless the proxy holder or alternate proxy holder has conflicting instructions from more than one investment shareholder. (33) Sections 151(2) and 156(13)(

b) presently read: 151(2) An applicant under this

section must give the Executive Director notice of the application, and the Executive Director is entitled to appear and to be heard in person or by counsel. 156(13) On an application under subsection (9) or (10), (

b) the offeror must notify each affected dissenting offeree of the date, time, place and consequences of the application and of the right to appear and be heard in person or by counsel.

(34) Grants ability to issue security certificate in electronic form.

(35) Section 163(1) presently reads: 163(1) A security certificate must be signed manually by at least one of the following individuals, or a facsimile of the signature must be reproduced on the certificate: (

a) a director or officer;

14 (36)

Section 164(2) and (3) are repealed and the following is substituted:

(2) No restriction, charge or agreement described in subsection (3) is effective against a transferee of a security, issued by a cooperative or by an extra-provincial cooperative before it is continued under this Act, who has no actual knowledge of the restriction, charge or agreement unless it or a reference to it is noted conspicuously on the security certificate.

(3) The restriction, charge and agreement referred to in subsection (2) are (

a) a restriction on transfer other than a constraint under

section 114, (

b) a charge in favour of the cooperative, and (

c) a unanimous agreement.

(37) Section 167(1)(

a) is amended by striking out “, in alphabetical order,”.

(38) Section 180(1)(

a) is repealed.

14 Explanatory Notes (

b) an individual on behalf of a director, transfer agent or branch transfer agent of the cooperative; (

c) a trustee who certifies the ce rtificate in accordance with a trust indenture.

(36) Section 164(2) and (3) presently read:

(2) No restriction, charge or endorsement described in subsection (3) is effective against a transferee of a security issued by a cooperative or by a corporation before it is continued under this Act who has no actual knowledge of the restriction, charge or endorsement unless it or a reference to it is noted conspicuously on the security certificate.

(3) The restrictions, charges and endorsements referred to in subsection (2) are (

a) a restriction on transfer other than a constraint under

section 114, (

b) a charge in favour of the cooperative, (

c) a unanimous agreement, and (

d) an endorsement under

section 277(9). (37)

Section 167(1)(

a) presently reads: 167(1) A cooperative that issues securities must maintain a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series (

a) the names, in alphabetical order, and the latest known address of each person who holds or previously held the security,

(38) Section 180(1)(

a) presently reads: 180(1) A person who is required to deliver securities may deliver any security of the specified issue (

a) in bearer form,

15 (39)

Section 221(1)(

a) is amended by striking out “name and address” and substituting “name and contact information”.

(40) Section 230(4) is amended by striking out “in person” and substituting “personally”.

(41) Section 231(1) is repealed and the following is substituted: Approval of financial statements 231(1) The directors of a cooperative must approve the financial statements referred to in

section 228 and indicate that approval by the signature of one or more directors on the statements.

(42) Section 248(2) is amended (

a) by striking out “Director” and substituting “Registrar”; (

b) by striking out “Director’s” and substituting “Registrar’s”.

(43) Section 253(4)(

a) is amended by striking out “name and address” and substituting “name and contact information”.

15 Explanatory Notes (39)

Section 221(1)(

a) presently reads: 221(1) An issuer to whom a security is presented for registration has a duty to inquire into adverse claims if (

a) the issuer receives written notice of an adverse claim at a time and in a manner that provide the issuer with a reasonable opportunity to act on it before the issue of a new, re-issued or re-registered security and the notice discloses the name and address of the claimant, the registered owner and the issue of which the security is a part, or

(40) Section 230(4) presently reads:

(4) A cooperative must give the person requesting to examine under subsection (2) notice of an application under subsection (3), and the person may appear and be heard in person or by counsel.

(41) Section 231(1) presently reads: 231(1) The financial statements referred to in

section 228 must be approved by the directors, and the approval is evidenced by the manual signature of one or more directors or a facsimile of the signatures reproduced on the statements.

(42) Section 248(2) presently reads:

(2) The Director may, in writing, exempt a trust indenture from the application of this

Part if, in the Director’s opinion, the trust indenture and the debt obligations under it are subject to a law of another jurisdiction that is substantially equivalent to the provisions of this Act relating to trust indentures.

(43) Section 253(4)(

a) presently reads:

(4) The statutory declaration must state (

a) the name and address of the person requiring the trustee to provide the list and, if the person is an entity, its address for service, and

(44) Section 260 is repealed and the following is substituted: Continuance — extra-provincial cooperative 260(1) An extra-provincial cooperative may, if so authorized by its governing legislation, apply to the Registrar for a certificate of continuance under this Act if the extra-provincial cooperative (

a) satisfies, or by its artic les of continuance would satisfy, the requirements for incorporation as a cooperative under this Act, (

b) is organized and operated and carries on its business on a cooperative basis or, by its articles of continuance, causes the extra-provincial cooperative to be organized and operated and to carry on its business on a cooperative basis, and (

c) has a capital and corporate structure that, if set out in its articles and bylaws, would meet the requirements of this Act.

(2) An extra-provincial cooperative that applies for continuance under subsection (1) may, without so stating in its articles of continuance, effect by those articles any amendment to the documents by which it was originally incorporated if the amendment is one that a cooperative incorporated under this Act may make to its articles.

(3) If an extra-provincial cooperative wishes to apply for continuance under subsection (1), articles of continuance in the form set by the Registrar must be sent to the Registrar, together with any information that the Registrar may require.

(4) The Registrar must issue a certificate of continuance on receipt of articles of continuance that comply with this Act, the regulations and any information required by the Registrar under subsection (3).

(5) On the date shown in the certificate of continuance, (

a) the extra-provincial cooper ative becomes a cooperative to which this Act applies as if it had been incorporated under this Act, (

b) the articles of continuance are deemed to be the articles of incorporation of the continued cooperative, and

16 Explanatory Notes

(44) Section 260 presently reads: 260(1) A corporation incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance under this Act if the corporation (

a) satisfies, or by its

article s of continuance would satisfy, the requirements for incorporation as a cooperative under this Act, (

b) is organized and operated and carries on its business on a cooperative basis or, by its articles of continuance, causes the corporation to be organized and operated and to carry on its business on a cooperative basis, and (

c) has a capital and corporate st ructure that, if set out in its articles and bylaws, would meet the requirements of this Act.

(2) A corporation incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance and a certificate of amalgamation under this Act if the corporation (

a) proposes to be continued unde r this

section for the purpose of amalgamating with another corporation in compliance with this Act and satisfies, or after the amalgamation will satisfy, the requirements for incorporation as a cooperative under this Act, (

b) is organized and operated and carries on its business on a cooperative basis, or after the amalgamation will be organized and operated and will carry on its business on a cooperative basis, and (

c) has a capital and corpor ate structure, or after the amalgamation will have a capital and corporate structure, that, if set out in its articles and bylaws, would meet the requirements of this Act.

(3) A corporation that applies for continuance under subsection (1) or (2) may, without so stating in its articles of continuance, effect by those articles any amendment to the documents by which it was originally incorporated if the amendment is one that a cooperative incorporated under this Act may make to its articles.

17 (

c) the certificate of continua nce is deemed to be the certificate of incorporation of the continued cooperative.

(6) The Registrar must send, without delay after the certificate of continuance is issued, a copy of that certificate to the appropriate official or public body charged with the administration of the legislation under which continuance under this Act was authorized.

(7) When an extra-provincial cooperative is continued as a cooperative under this Act, (

a) the property of the extra-provincial cooperative continues to be the property of the cooperative, (

b) the cooperative continues to be liable for the obligations of the extra-provincial cooperative, (

c) an existing cause of action, claim or liability to prosecu tion is unaffected, (

d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the extra-provincial cooperative may continue to be prosecuted by or against the cooperative, and (

e) a conviction against, or ruling, order or judgment in favo ur of or against, the extra-provincial cooperative may be enforced by or against the cooperative.

(8) When an extra-provincial cooperative is continued as a cooperative under this Act, (

a) its common shares that carr y a right to vote are deemed to be membership shares and any class of shares that are non-voting shares are deemed to be investment shares to which are attached the rights, privileges and restrictions set out in this Act and the articles of continuance, (

b) the holders of the common sh ares of the extra-provincial cooperative that carry a right to vote are deemed to be the members of the cooperative, (

c) if the extra-provincial c ooperative does not have share capital, each member of the extra-provincial cooperative is deemed to be either a member of the cooperative or to hold

17 Explanatory Notes

(4) If a corporation wishes to apply for continuance under subsection (1), articles of continuance in the form set by the Director must be sent to the Director, together with any information that the Director may require and a declaration of the directors (

a) that after continuance the cooperative will be organized and operated and will carry on business on a cooperative basis, and (

b) in the case of a cooperative to which

Part 18 applies, that after continuance the cooperative will be in compliance with the applicable division of

Part 18.

(5) If a corporation wishes to apply for continuance under subsection (2), articles of continuance and articles of amalgamation, in the form set by the Director, must be sent to the Director, together with an amalgamation agreement containing the particulars set out in

section 271, any information that the Director may require and a declaration of the directors (

a) that after amalgamation th e cooperative will be organized and operated and will carry on business on a cooperative basis, and (

b) in the case of a cooperative to which

Part 18 applies, that after amalgamation the cooperative will be in compliance with the applicable division of

Part 18.

(6) The Director must issue (

a) a certificate of continuance on receipt of the articles of continuance and the declaration required by subsection (4) if the Director is satisfied that the requirements for incorporation have been met, or (

b) a certificate of continuance and a certificate of amalgamation on receipt of the articles of continuance, the articles of amalgamation, the amalgamation agreement and the declaration required by subsection (5) if the Director is satisfied that the requirements for incorporation and the requirements for amalgamation have been met.

(7) For the purpose of subsection (6), the Director may rely on the articles and the declarations.

(8) On the date shown in the certificate of continuance,

18 membership shares in the cooperative, as provided in the articles of continuance, and (

d) any agreement made before continuance under which the holders of any common shares of the extra-provincial cooperative have agreed to vote those shares in a manner provided in the agreement is of no effect.

(9) Subject to

section 163, (

a) a share of an extra-provincial cooperative issued before i t was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and of any designation, right, privilege, restriction or condition set out on or referred to in the certificate representing the share, (

b) continuance under this Act does not deprive a holder of an y right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share, and (

c) shares carry voting rights only to the extent permitted by this Act.

(10) For the purposes of subsection (9), “share” includes an instrument referred to in

section 124(1), (2) and (4), a share warrant or a like instrument.

18 Explanatory Notes (

a) the corporation becomes a cooperative to which this Act applies as if it had been incorporated under this Act, (

b) the articles of continuance are deemed to be the articles of incorporation of the continued cooperative, and (

c) the certificate of continuance is deemed to be the certificate of incorporation of the continued cooperative.

(9) The Director must send, without delay after the certificate of continuance is issued, a copy of that certificate to the appropriate official or public body charged with the administration of the legislation under which continuance under this Act was authorized.

(10) When a corporation is continued as a cooperative under this Act, (

a) the property of the corpora tion continues to be the property of the cooperative, (

b) the cooperative continues to be liable for the obligations of the corporation, (

c) an existing cause of action, cl aim or liability to prosecution is unaffected, (

d) a civil, criminal, administrat ive, investigative or other action or proceeding pending by or against the corporation may continue to be prosecuted by or against the cooperative, and (

e) a conviction against, or ruling, order or judgment in favour of or against, the corporation may be enforced by or against the cooperative.

(11) When a corporation is continued as a cooperative under this Act, (

a) its common shares that carry a right to vote are deemed to be membership shares and any class of shares which are non-voting shares are deemed to be investment shares to which are attached the rights, privileges and restrictions set out in this Act and the articles of continuance, (

b) the holders of the common s hares of the corporation that carry a right to vote are deemed to be the members of the cooperative,

(45) Section 261 is amended (

a) by repealing subsection (1) and substituting the following: Continuance — other jurisdictions 261(1) Subject to

Part 18, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, a separate special resolution of the investment shareholders of each class, may apply to the appropriate official or public body of

19 Explanatory Notes (

c) if the corporation does not hav e share capital, each member of the corporation is deemed to be either a member of the cooperative or to hold membership shares in the cooperative, as provided in the articles of continuance, and (

d) any agreement made befo re continuance under which the holders of any common shares of the corporation have agreed to vote those shares in a manner provided in the agreement is of no effect.

(12) Subject to

section 163, (

a) a share of a corporation issued before it was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and of any designation, right, privilege, restriction or condition set out on or referred to in the certificate representing the share, (

b) continuance under this Act does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share, and (

c) shares carry voting rights only to the extent permitted by this Act.

(13) If a cooperative continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the cooperative may, if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate to the holder in bearer form for the same number of shares.

(14) For the purposes of subsections (12) and (13), “share” includes an instrument referred to in

section 124(1), (2) and (4), a share warrant or a like instrument.

(45) Section 261 presently reads in part: 261(1) Subject to

section 262 and

Part 18, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, a separate special resolution of the investment shareholders of each class, may, if it establishes to the satisfaction of the Director by a declaration of the directors that its proposed continuance in another jurisdiction would not

20 another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction. (

b) by repealing subsection (4) and substituting the following:

(4) On receipt of a notice satisfactory to the Registrar that the cooperative has been continued under the laws of another jurisdiction and a copy of the articles of incorporation, the Registrar must issue a certificate of discontinuance. (

c) by adding the following after subsection (5):

(6) A cooperative may not be continued as a corporation under the laws of another jurisdiction unless those laws provide that (

a) its property continues to b e the property of the corporation, (

b) the corporation continues to be liable for the obligations of the cooperative, (

c) an existing cause of action, claim or liability to prosecu tion is unaffected, (

d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the cooperative may continue to be prosecuted by or against the corporation, and (

e) a conviction against, or a ruling, order or judgment in fa vour of or against, the cooperative may be enforced by or against the corporation.

(46) Section 262 is repealed.

20 Explanatory Notes (

a) adversely affect the members, creditors or investment shareholders, (

b) result in the cooperative carrying on its business and affairs in a manner not consistent with carrying on business on a cooperative basis, or (

c) result in a cooperative to which

Part 18 applies carrying on its business or affairs in a manner not consistent with the applicable division of

Part 18, apply to the appropriate official or public body of another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction.

(4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under the laws of another jurisdiction and a copy of the articles of incorporation, the Director must file the notice and issue a certificate of discontinuance in the form that the Director sets.

(5) On the date shown in the certificate of discontinuance, the cooperative becomes an extra-provincial cooperative as if it had been incorporated under the laws of the other jurisdiction.

(46) Section 262 presently reads: 262 A cooperative may not be continued as a corporation under the laws of another jurisdiction unless those laws provide that (

a) its property continues to be the property of the corporation, (

b) the corporation continues to be liable for the obligations of the cooperative, (

c) an existing cause of action, cl aim or liability to prosecution is unaffected,

(47) Section 264 is amended (

a) in subsection (1) (

i) by striking out “subsection (3) and”; (ii) by repealing clause (b); (

b) by repealing subsections (3) and (4).

(48) Section 265 is amended (

a) in subsection (2) by striking out “Subject to subsection (3), notice” and substituting “Notice”; (

b) by repealing subsection (3).

21 Explanatory Notes (

d) a civil, criminal, administrat ive, investigative or other action or proceeding pending by or against the cooperative may continue to be prosecuted by or against the corporation, and (

e) a conviction against, or ruling, order or judgment in favour of or against, the cooperative may be enforced by or against the corporation.

(47) Section 264 presently reads in part: 264(1) Subject to subsection (3) and sections 116, 265 and 266, the articles of a cooperative may be amended by a special resolution to (

b) change the place in which the cooperative’s registered office is located,

(3) If the name of a cooperative is indicative of a restriction on the business that may be carried on by it, the articles of the cooperative may not be amended to remove that restriction unless its name is also amended.

(4) An amendment to the articles of a cooperative may not be made if it would result in the cooperative not being organized or operated, or not carrying on business, on a cooperative basis or if, in the case of a cooperative to which

Part 18 applies, it would result in the cooperative not being in compliance with

Part 18.

(48) Section 265 presently reads in part:

(2) Subject to subsection (3), notice of the meeting of a cooperative at which a proposal to amend the articles is to be considered must set out the proposed amendment and, if applicable, state that a dissenting shareholder is entitled to the benefit of

section 277, but failure to make that statement does not invalidate an amendment.

(3) If the proposed amendment is too long to be included in a notice under this section, the notice must contain a statement in sufficient detail to permit the recipient to form a reasoned judgment about the proposed amendment and a statement that the full text of the proposed amendment is available at any business location of the cooperative.

22 (49)

Section 266(1) is repealed and the following is substituted: Delivery of articles 266(1) Subject to any revocation under

section 114(4) or 264(2), after an amendment has been adopted, articles of amendment must be sent to the Registrar in the form that the Registrar sets, together with any information that the Registrar may require.

(50) Section 267 is repealed and the following is substituted: Certificate of amendment 267 On receipt of articles of amendment that comply with this Act and the regulations, the Registrar must issue a certificate of amendment.

(51) Section 271(1)(

b) is amended by striking out “name and address” and substituting “name and contact information”.

(52) Section 274 is amended (

a) in subsection (1) by striking out “Director” wherever it occurs and substituting “Registrar”; (

b) in subsection (2) (

i) by striking out “of the directors”; (ii) by repealing clauses (

a) and (b);

22 Explanatory Notes (49)

Section 266(1) presently reads: 266(1) Subject to any revocation under

section 114(4) or 264(2), after an amendment has been adopted, articles of amendment must be sent to the Director in the form that the Director sets, together with any information that the Director may require and a declaration by the directors (

a) that the cooperative will be organized and operated, and will carry on business, on a cooperative basis, and (

b) if the cooperative is one to which

Part 18 applies, that the cooperative will comply with the applicable division of

Part 18.

(50) Section 267 presently reads: 267 On receipt of articles of amendment and the declaration required by

section 266(1), the Director must issue a certificate of amendment if the Director is satisfied that the articles of amendment comply with this Act and the regulations.

(51) Section 271(1)(

b) presently reads: 271(1) Each cooperative proposing to amalgamate must enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out (

b) the name and address of each proposed director of the amalgamated cooperative,

(52) Section 274 presently reads in part: 274(1) After an amalgamation has been approved under

section 272 or 273, articles of amalgamation in the form that the Director sets must be sent to the Director, together with a notice of registered office and a notice of the directors of the amalgamated cooperative.

(2) A declaration of the directors of each amalgamating cooperative must be attached to the articles of amalgamation and must establish (

a) that the amalgamated c ooperative will be organized and operated, and will carry on business, on a cooperative basis, (

b) if the cooperative is one to which

Part 18 applies, that the amalgamated cooperative will comply with the applicable division of

Part 18,

23 (

c) by repealing subsections (4) and (5) and substituting the following:

(4) On receipt of articles of amalgamation that comply with this Act and the regulations, the declarations required by subsection (2) and the prescribed fees, the Registrar must issue a certificate of amalgamation.

(53) Section 277(7) to (9) are repealed.

(54) Division 1 of

Part 13 is repealed.

23 Explanatory Notes

(4) On receipt of articles of amalgamation and the declarations required by subsection (2), the Director must issue a certificate of amalgamation if the Director is satisfied that (

a) the articles are in accordanc e with

section 5, the regulations and, if applicable, sections 387, 388, 392(1), 402(1), 407, 413, 419 and 422(c)(iii), (

b) the cooperative will be organized and operated, and will carry on business, on a cooperative basis, (

c) the requirements of subsec tion (2)(

c) and (

d) have been met, and (

d) if applicable, the appropriate division of

Part 18 has been complied with.

(5) For the purposes of subsection (4)(

b) to (d), the Director may rely on the articles and the declarations required by subsection (2).

(53) Section 277 presently reads in part:

(7) A dissenting investment shareholder must, not later than 30 days after sending the notice under subsection (6), send the certificates representing the investment shares held in the cooperative to the cooperative or to its transfer agent.

(8) A dissenting investment shareholder who fails to comply with subsection (7) has no right to claim under this section.

(9) Each certificate sent under subsection (7) must be endorsed by the cooperative or its transfer agent with a notice that the holder is a dissenting investment shareholder and must be returned to the investment shareholder.

(54) Division 1 of

Part 13 presently reads: Division 1 Inspections 281 An inspector who enters any place under the authority of this Act must, on request, (

a) produce a document that identifies the person as an inspector under this Act, and (

b) explain the inspector’s purpose for entering the place.

24 Explanatory Notes 282(1) An inspector may enter the business premises of a cooperative at any reasonable time to conduct an inspection to determine if there is compliance with this Act and the regulations.

(2) If an inspector has reasonable grounds to believe that (

a) books, records or documents of a cooperative are located in another person’s business premises, and (

b) those books, records or docum ents are relevant to determine if there is compliance with this Act or the regulations, the inspector may enter those other business premises at any reasonable time.

(3) An inspector may in the course of an inspection request a person who is working in business premises referred to in subsection (1) or (2) (

a) to give written or oral replies to questions, (

b) to produce any books, record s, documents or other things and to provide copies of them, and (

c) to provide any other information to determine if there is compliance with this Act and the regulations.

(4) An inspector may in the course of an inspection inspect, examine and make copies of or temporarily remove books, records or documents or other things that are relevant to determine if there is compliance with this Act and the regulations.

(5) When an inspector removes any books, records, documents or other things under subsection (4), the inspector (

a) must give a receipt for them to the person from whom they were taken, (

b) may make copies of, take phot ographs of or otherwise record them, and (

c) must, within a reasonable time, return them to the person to whom the receipt was given.

25 Explanatory Notes 283(1) For the purpose of enabling an inspector to conduct an inspection to determine if there is compliance with this Act and the regulations, the Director may apply to the Court for an order (

a) compelling a cooperative or an employee or agent of a cooperative to allow an inspector to enter business premises, a private dwelling or another place occupied or controlled by the cooperative, employee or agent and requiring the cooperative, employee or agent to produce books, records, documents or other things relevant to the inspection for the inspector’s examination; (

b) authorizing the inspector to copy or remove the books, records, documents or other things on such terms as the Court considers appropriate; (

c) requiring a cooperative or an employee or agent of a cooperative to co-operate with the inspection on such terms as the Court considers appropriate.

(2) The Court may grant an order under subsection (1) if satisfied on evidence under oath by the Director that there are reasonable grounds to believe that (

a) the inspection is reasonable, (

b) the cooperative or agent or employee of the cooperative has not co-operated or likely will not co-operate with the investigation, and (

c) the order is appropriate in the circumstances.

(3) An application under this

section may be made ex parte if the Court considers it proper to do so.

(4) No force may be used in enforcing an order granted under this

section unless a person identified in the order is specifically authorized to use force. 284 If, following an inspection, the Director is satisfied that the affairs of a cooperative (

a) are being mismanaged, (

b) are not being conducted in accordance with cooperative principles, or

26 Explanatory Notes (

c) are being conducted on an unsound basis, the Director may (

d) cancel the incorpor ation of the cooperative, (

e) call a general meeting of the cooperative, (

f) on written notice to the directors, act as, or appoint a person to act as, the official director of the cooperative, or (

g) apply to the Court to appoint a receiver or receiver-manager. 285(1) If the Director gives written notice under

section 284(f), the person appointed as official director takes over the functions of the directors, and on the official director taking over, the directors (

a) are removed from office, and (

b) must turn over all books, records and funds and other effects and information required by the official director.

(2) Immediately before the appointment of the official director ends, the official director must call a general meeting of the cooperative and at the meeting must (

a) render an accounting for the period the official director administered the affairs of the cooperative, and (

b) conduct an election to recons titute the board of directors. 286 The Director or Executive Director may apply to the Court for directions in respect of any matter concerning the Director’s or Executive Director’s functions or duties under this Act or the regulations, and the Court may give any directions that it thinks fit. 287(1) The Director may apply to the Court for an order directing any person to comply with or restraining any person from acting in breach of this Act or the regulations.

(2) The Court may order compliance and make any further order it thinks fit. 288 The Director is not compelled to undertake an inspection pursuant to this Division on the complaint of any person.

(55) Section 291 is amended (

a) in subsection (1) (

i) in clause (

b) by striking out “, who may be the Director,”; (ii) in clause (

e) by striking out “Director” and substituting “Registrar”; (

b) in subsection (2) by striking out “Director” and substituting “Registrar”.

(56) Section 292(2) is repealed.

(57) Section 301 is repealed and the following is substituted: Obligations of receivers and receiver-managers 301 A receiver or receiver-manager must act in accordance with the instrument or Court order that appointed the receiver or receiver-manager and in accordance with any other directions given by the Court.

(58) Section 310(2) is repealed.

(59) Section 316 is amended (

a) in subsection (3)(

b) and (

c) by striking out “name and address” and substituting “name and contact information”; (

b) in subsection (4)(

b) by striking out “Director” and substituting “Registrar”.

27 Explanatory Notes

(55) Section 291 presently reads in part: 291(1) When an order for an investigation is made, or subsequently, the Court may make any order it thinks fit, including an order (

b) appointing an inspector, who ma y be the Director, and fixing the inspector’s remuneration, (

e) specifying that a copy of th e order be sent to the Director,

(2) On the making of an order under this section, the applicant must send a copy of the order to the Director.

(56) Section 292(2) presently reads:

(2) Every report made by the Court-appointed inspector must be sent by the inspector to the Director.

(57) Section 301 presently reads: 301(1) A receiver or receiver-manager appointed by the Court must act in accordance with any directions of the Court.

(2) A receiver or receiver-manager appointed under an instrument must act in accordance with the instrument and any direction given by the Court.

(3) A receiver or receiver-manager must (

a) act honestly and in good faith, and (

b) deal with any property of the cooperative in the receiver’s or receiver-manager’s custody or control in a commercially reasonable manner.

(58) Section 310(2) presently reads:

(2) Notice of the application must be given to the Director.

(59) Section 316 presently reads in part:

(3) The Court may order the directors and officers of the cooperative to provide the Court with all material information known to or reasonably ascertainable by them, including (

b) the name and address of each member and investment shareholder, and

(60) Section 324 is amended by renumbering it as

section 324(1) and adding the following after subsection (1):

(2) On an application under subsection (1), the Court, subject to the articles and

Part 18, may order that (

a) all the property of the cooperative be converted into and distributed in money, or (

b) the claims of a member or investment shareholder applying under subsection (1) be satisfied by a distribution in money, in which case the Court (

i) may determine whether any other member or investment shareholder is opposed to the proposal and, if so, join that member or investment shareholder as a party, (ii) may appoint one or more appraisers to assist the Court in fixing the fair value of the shares, (iii) must fix the fair value of the shares of the applicant and the other members or investment shareholders joined as parties as of a date determined by the Court, (iv) must give judgment in the amount of the fair value against the cooperative and in favour of each of the members or investment shareholders who are parties to the application, and (

v) fix the time within which the liquidator must pay that amount to a member or investment shareholder after delivery of shares to the liquidator, if the share certificate has not been delivered to the Court or to the liquidator at the time the order is pronounced.

28 Explanatory Notes (

c) the name and address of each known creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the cooperative has a contract.

(4) A copy of an order made under subsection (2) must be (

b) served on the Director and each person named in the order.

(60) Section 324 presently reads: 324 A member or investment shareholder may apply to the Court for an order requiring the distribution of the property of the cooperative to be in money if, in the course of the liquidation of the cooperative, the members and investment shareholders resolve or the liquidator proposes to (

a) exchange all or substantia lly all the property of the cooperative for securities of another corporation that are to be distributed to the members and investment shareholders, if any, or (

b) distribute all or part of the property of the cooperative to the members and investment shareholders, if any, in kind.

(61) Section 325 is repealed.

(62) Section 329 is amended (

a) in subsection (1) by striking out “Director” and substituting “Registrar”; (

b) by repealing subsections (2), (3) and (4) and substituting the following:

(2) Articles of revival in the form set by the Registrar must be sent to the Registrar together with any other information that may be requested by the Registrar.

29 Explanatory Notes

(61) Section 325 presently reads: 325 On an application under

section 324, the Court, subject to the articles and

Part 18, may order that (

a) all the property of the c ooperative be converted into and distributed in money, or (

b) the claims of a member or investment shareholder applying under

section 324 be satisfied by a distribution in money, in which case the Court (

i) may determine whether any other member or investment shareholder is opposed to the proposal and, if so, join that member or investment shareholder as a party, (ii) may appoint one or more appr aisers to assist the Court in fixing the fair value of the shares, (iii) must fix the fair value of the shares of the applicant and the other members or investment shareholders joined as parties as of a date determined by the Court, (iv) must give judgment in th e amount of the fair value against the cooperative and in favour of each of the members or investment shareholders who are parties to the application, and (

v) fix the time within which the liquidator must pay that amount to a member or investment shareholder after delivery of shares to the liquidator, if the share certificate has not been delivered to the Court or to the liquidator at the time the order is pronounced.

(62) Section 329 presently reads in part: 329(1) When a cooperative is dissolved under this Division, an interested person, or a person who would be an interested person if a certificate of revival were issued, may apply to the Director within 5 years of the date of dissolution to have the cooperative revived.

(2) Articles of revival in the form set by the Director must be sent to the Director together with a declaration to the same effect as one referred to in

section 4(

d) and, if applicable, a declaration to the same effect as one referred to in

section 4(f).

(3) On receipt of articles of revival that comply with this Act and the regulations, the Registrar must issue a certificate of revival. (

c) in subsection (6) by striking out “Director” and substituting “Registrar”.

(63) Division 1 of

Part 15 is repealed and the following is substituted: Division 1 Registrar’s Appointment and Delegation Appointment of Registrar and delegation 331(1) The Minister may appoint a Registrar of Cooperatives.

30 Explanatory Notes

(3) On receipt of articles of revival, the Director must issue a certificate of revival unless the Director is of the opinion that issuing the certificate (

a) would result in the cooperative (

i) no longer being organized or operating, or carrying on business, on a cooperative basis, and (ii) if the cooperative is one to which

Part 18 applies, not complying with the applicable division of

Part 18, or (

b) would not be advisable for any other valid reason.

(4) For the purpose of issuing a certificate of revival, the Director may rely on the articles of revival and the declarations.

(6) In the same manner and to the same extent as if it had not been dissolved, but subject to any reasonable terms that may be imposed by the Director and to the rights acquired by any person after its dissolution, a revived cooperative is (

a) restored to its previous position in law, including the restoration of all its property whether acquired before its dissolution or after its dissolution and before its revival, and any rights and privileges, whether arising before its dissolution or after its dissolution and before its revival, and (

b) liable for the obligations that it would have had if it had not been dissolved, whether they arise before its dissolution or after its dissolution and before its revival.

(63) Division 1 of

Part 15 presently reads: 331(1) The Minister may appoint a Director of Cooperatives.

(2) The Director may appoint individuals as inspectors.

(3) The Director may exercise the powers and perform the duties of inspectors.

(4) The Director may delegate to one or more persons any powers, duties and functions, with or without conditions, and may authorize that person or board to further delegate the power, duty or function.

(2) The Registrar may delegate to one or more persons any powers, duties and functions, with or without conditions, and may authorize that person or board to further delegate the power, duty or function.

(3) The Registrar continues to have authority to exercise any power given to the Registrar under this Act or the regulations even if the power is delegated.

(64) Section 332 is amended by striking out “the Director” wherever it occurs and substituting “the Registrar”.

(65) Section 334 is repealed and the following is substituted: Notice of refusal by Registrar 334(1) The Registrar must file all documents that are required to be sent to the Registrar under this Act or the regulations unless the document does not comply with this Act or the regulations.

(2) If the Registrar refuses to file a document, the Registrar must give written reasons of the refusal to the person who sent the document.

(66) Section 337 is amended (

a) by repealing subsection (2) and substituting the following:

(2) When this Act requires that articles or a statement relating to a cooperative be sent to the Registrar, on receiving the articles or statement in the form set by the Registrar, any other required documents and the prescribed fees, the Registrar must (

a) record the date on which the articles or statement was received, (

b) issue the approp riate certificate, (

c) send the certificate and the articles or statement, or copies of them, to the cooperative or its representative, and (

d) publish a notice of the issu ance of the certificate in a publication generally available to the public.

31 Explanatory Notes

(5) The Director continues to have authority to exercise any power given to the Director under this Act or the regulations even if the power is delegated.

(64) Section 332 presently reads: 332 When a notice or document is required to be sent to the Director, Executive Director or Commission under this Act, the Director, Executive Director or Commission may accept a copy of it.

(65) Section 334 presently reads: 334(1) The Director must file all documents that are required to be sent to the Director under this Act or the regulations unless the document does not comply with this Act or the regulations.

(2) If the Director refuses to file a document, the Director must give written notice of the refusal to the person who sent the document, giving reasons for the refusal.

(66) Section 337 presently reads in part:

(2) When this Act requires that articles or a statement relating to a cooperative be sent to the Director, (

a) the articles or statement mu st be signed by a director or officer or, in the case of articles of incorporation, by the incorporators, and (

b) on receiving the articles or statement in the form set by the Director, any other required documents and the fees prescribed by the regulations, the Director must (

i) record the date on which it is received, (ii) issue the appropriate certificate in accordance with sections 7, 260, 267, 274 and 329, (iii) file the certificate and the ar ticles or statement, or copies of them,

32 (

b) in subsection (3) by striking out “Director” and substituting “Registrar”.

(67) Section 342 is repealed and the following is substituted: Certificate of status 342 On the payment of the prescribed fee, the Registrar may issue a certificate stating that, according to the Registrar’s records, the cooperative named in the certificate (

a) is or is not an existing c ooperative on the date of issue of the certificate, or (

b) was or was not an existing cooperative on the day or durin g the period specified in the certificate.

(68) Section 343 is amended (

a) in subsection (1) by striking out “Director” and substituting “Registrar”; (

b) in subsection (2) (

i) by striking out “Director” wherever it occurs and substituting “Registrar”; (ii) by striking out “Director’s” and substituting “Registrar’s”; (

c) in subsection (3) by striking out “Director” and substituting “Registrar”; (

d) by repealing subsection (5) and substituting the following :

(5) The issue of a corrected certificate, a corrected notice, corrected articles or another corrected document under this

section does not affect the rights of a person who acts in good faith and for value in reliance on the certificate, notice, articles or other document containing the error.

32 Explanatory Notes (iv) send the certificate and the ar ticles or statement, or copies of them to the cooperative or its representative, and (

v) publish a notice of the i ssuance of the certificate in a publication generally available to the public.

(3) A certificate referred to in subsection (2) that is issued by the Director may be dated as of the date of the receipt of the articles or statement or as of any later date specified by the Court or the person who signed the articles or statement.

(67) Section 342 presently reads: 342 The Director may provide any person with a certificate that a cooperative has sent to the Director a document required to be sent or has paid fees prescribed by the regulations.

(68) Section 343 presently reads in part: 343(1) The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized in writing to do so by the person who sent the document or by that person’s representative.

(2) If the Director issues a certificate that contains an error to a cooperative, the directors, members or shareholders must, on the Director’s request, pass the resolutions and send the documents required to comply with this Act or the regulations and take any other steps that the Director may reasonably require.

(3) The Director may demand the surrender of an incorrect certificate and issue a corrected certificate.

(5) If the corrected certificate materially amends the terms of the original certificate, the Director must, without delay, give notice of the correction in a publication generally available to the public.

(6) If the Registrar, the cooperative or any interested person is of the opinion that shareholders or creditors would be prejudiced by a correction to a certificate, a notice, articles or another document, the Registrar, the cooperative or an interested person may apply to the Court for an order determining the rights of the shareholders or creditors, and the Court may by order authorize the correction if it thinks fit, and may include in the order any conditions or directions pertaining to the correction that it considers appropriate.

(69) Section 345 is amended (

a) by repealing subsection (1); (

b) by repealing subsection (2) and substituting the following:

(2) The Registrar must provide any person who has paid the prescribed fee with a copy, certified copy or extract of a document required by this Act or the regulations to be filed with the Registrar.

(70) Section 346 is amended (

a) in subsections (1)(

c) and (2) by striking out “Director” and substituting “Registrar”; (

b) by repealing subsection (5) and substituting the following:

(5) Unless the cooperative’s bylaws, articles or other governing documents expressly provide otherwise, a notice or document required to be sent, served or delivered under this

section or

section 347 may be sent by electronic means in accordance with the provisions of the Electronic Transactions Act.

(6) A notice or document sent by electronic means in accordance with subsection (5) 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.

33 Explanatory Notes

(69) Section 345 presently reads: 345(1) A person who has paid the fee prescribed by the regulations is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report of an inspector under

Part 13, and to make copies of it or take extracts from it.

(2) The Director must provide any person requesting it with a copy, extract, certified copy or certified extract of a document required by this Act or the regulations to be sent to the Director, except a report of an inspector under

Part 13.

(70) Section 346 presently reads in part: 346(1) Unless otherwise specified in this Act or the bylaws, a notice or document required by this Act, the regulations, the articles, the bylaws or a unanimous agreement to be given to a member, investment shareholder or director may be sent by mail addressed to or may be personally delivered to (

c) a director at the director’s latest address as shown in the records of the cooperative or in the notice filed with the application for incorporation pursuant to

section 4(

c) or a notice of change sent to the Director under

section 68.

(2) A director named in a notice sent by a cooperative to the Director under

section 4(

c) or 68 is presumed, for the purposes of this Act, to be a director of the cooperative referred to in the notice.

(5) A notice or document required to be sent or delivered under this

section or

section 347 may be sent by electronic means in accordance with the provisions of the Electronic Transactions Act.

(71) Section 350 is repealed.

(72) Section 361(1) is amended (

a) in clause (

a) by striking out “13(2), 21(1), 27(2) and (4)” and substituting “21(1), 27(4)”; (

b) in clause (

h) by striking out “, 310(2)”.

(73) Section 365 is amended (

a) by renumbering clause (

a) as clause (a.1) and adding the following before clause (a.1): (a) “agent for service” or “ag ent” means the individual who, according to the Registrar’s records, is appointed as the agent for service of an extra-provincial cooperative; (

b) by repealing clause (b).

(74) Section 366(

a) and (

b) are repealed.

34 Explanatory Notes

(71) Section 350 presently reads: 350 The Director may, for all purposes of this Act, rely on a declaration of the incorporators or directors referred to in

section 4(

d) or (f), 260(4) or (5), 261(1), 266(1), 274(2) or 329(2).

(72) Section 361(1) presently reads in part: 361(1) A person who contravenes any of the following provisions is guilty of an offence: (

a) in

Part 1, sect ions 8, 13(2), 21(1), 27(2) and (4), 28(1), (2), (3), (4), (6) and (7) and 29; (

h) in

Part 14, sections 301, 303, 309(2), 310(2), 313(2) and 326;

(73) Section 365 presently reads in part: 365 In this Part, (a) “anniversary month”, with re ference to an extra-provincial cooperative, means the month in each year that is the same as the month in which its certificate of registration was issued; (b) “attorney for service” or “attorney” means the individual who, according to the Director’s records, is appointed as the attorney for service of an extra-provincial cooperative;

(74) Section 366(

a) and (

b) presently read: 366 For the purposes of this Part, an extra-provincial cooperative carries on business in Alberta if (

a) its name, or any name under wh ich it carries on business, is listed in a telephone directory for any part of Alberta, (

b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address in Alberta is given for the extra-provincial cooperative,

(75) Section 369 is amended (

a) in subsection (1) by striking out “Director” wherever it occurs and substituting “Registrar”; (

b) in subsection (2) (

i) in clause (

a) by striking out “, verified in a manner satisfactory to the Director”; (ii) by repealing clause (

c) and substituting the following: (

c) the appointment of its agent for service, in a form set by the Registrar. (

c) in subsection (3) (

i) by striking out “the Director may” and substituting “the Registrar may”; (ii) by striking out “, verified in a manner satisfactory to the Director,”.

(76) Section 371 is amended (

a) in subsection (2) by striking out “Director” wherever it occurs and substituting “Registrar”; (

b) in subsection (3) (

i) by striking out “Director” and substituting “Registrar”; (ii) by striking out “Director’s” and substituting “Registrar’s”.

(77) Section 373(1) is amended (

a) in the portion preceding clause (

a) by striking out “Director” and substituting “Registrar”; (

b) in clause (

c) by striking out “in the form set by the Director”.

35 Explanatory Notes

(75) Section 369 presently reads in part: 369(1) An extra-provincial cooperative must apply for registration by sending to the Director a statement in the form set by the Director.

(2) The statement must be accompanied with (

a) a copy of the charter of th e extra-provincial cooperative, verified in a manner satisfactory to the Director, (

c) the appointment of its attorney for service, in a form set by the Director.

(3) If all or any part of the applicant’s charter is not in the English language, the Director may require a translation of the charter or that part of the charter to be provided, verified in a manner satisfactory to the Director, before the extra-provincial cooperative is registered.

(76) Section 371(2) and (3) presently read:

(2) If through inadvertence or otherwise an extra-provincial cooperative is registered with or later acquires a name that contravenes subsection (1), the Director may, by notice in writing giving reasons, direct the extra-provincial cooperative to change its name to one approved by the Director within 90 days after the date of the notice.

(3) The Director may give a notice under subsection (2) on the Director’s own initiative or at the request of a person who feels aggrieved by the name that contravenes subsection (1).

(77) Section 373(1) presently reads in part: 373(1) Subject to

section 371, on receipt of the statement and other documents required by

section 369, the Director must (

c) issue a certificate of registration in the form set by the Director in accordance with

section 337.

(78) Section 374 is amended (

a) in subsection (1) by striking out “Director” wherever it occurs and substituting “Registrar”; (

b) in subsection (2) (

i) in the portion preceding clause (

a) by striking out “Director” and substituting “Registrar”; (ii) by repealing clause (a)(

i) and (ii) and substituting the following: (

i) to the extra-provincial cooperative head office, and (ii) to its agent for service in accordance with

section 377, with any necessary modifications, (iii) in clause (

b) by striking out “Director” and substituting “Registrar”; (iv) in clause (

c) by striking out “Director’s” and substituting “Registrar’s”; (

c) in subsections (3) and (4) by striking out “Director” wherever it occurs and substituting “Registrar”; (

d) by adding the following after subsection (4):

(5) A notice or document required to be sent, served or delivered under this

section may be sent by mail or electronic means in accordance with the Electronic Transactions Act.

(6) A notice or document sent in accordance with subsection (5) is deemed to have been received, served or delivered at the time it would be delivered in the ordinary course of mail or received in the ordinary course of electronic means despite the fact that it is returned as undeliverable.

(7) The cancellation of the registration of an extra-provincial cooperative does not affect its liability for its obligations.

36 Explanatory Notes

(78) Section 374 presently reads in part: 374(1) Subject to subsection (2), the Director may cancel the registration of an extra-provincial cooperative if (

a) the extra-provincial cooperative is in default for a period of one year in sending to the Director any fee, notice or document required by this Part, (

b) the extra-provincial coopera tive has sent a notice to the Director under subsection (4) or the Director has reasonable grounds to believe that the extra-provincial cooperative has ceased to carry on business in Alberta, (

e) the extra-provincial cooperative does not comply with a direction of the Director under

section 371(2), or

(2) The Director may not cancel the registration of an extra-provincial cooperative under subsection (1) until (

a) the expiration of at leas t 120 days’ notice of the proposed cancellation with reasons for it, (

i) to the extra-provincial c ooperative by mail addressed to its head office, and (ii) to its attorney for serv ice in accordance with

section 377 with any necessary modifications, (

b) the Director publishes a no tice of the proposed cancellation in a publication generally available to the public, and (

c) either no appeal has been commenced under

section 335 or, if an appeal has been commenced, it has been discontinued or the Director’s decision has been confirmed on appeal.

(3) The Director may reinstate the registration of an extra-provincial cooperative that was cancelled under subsection (1)(

a) on receipt by the Director of the fees, notices and documents required for reinstatement.

(4) An extra-provincial cooperative that ceases to carry on business in Alberta must send a notice to that effect to the Director.

(79) Section 375 is repealed and the following is substituted: Certificate of reinstatement 375 Subject to

section 371, on the reinstatement of the registration of an extra-provincial cooperative under

section 374(3), the Registrar must issue a certificate of reinstatement.

(80) Section 377 is amended (

a) by repealing subsections (1) and (2) and substituting the following: Agent for service of an extra-provincial cooperative 377(1) If an agent of an extra-provincial cooperative dies or resigns or the agent’s appointment is revoked, the extra-provincial cooperative must immediately send to the Registrar an appointment of an individual as its agent for service in the form set by the Registrar.

(2) An extra-provincial cooperative may, in the form set by the Registrar, appoint an individual as its alternative agent. (

b) in subsection (3) (

i) in the portion preceding clause (

a) by striking out “Director” and substituting “Registrar”; (ii) by striking out “attorney” wherever it occurs and substituting “agent”; (iii) by striking out “and the Director must file the appointment or notice, as the case may be”; (

c) in subsection (4) (

i) by striking out “attorney” and substituting “agent”; (ii) in clause (

b) by striking out “Director, who must file it” and substituting “Registrar”; (

d) by repealing subsection (5) and substituting the following:

(5) An agent must send the Registrar a notice in the form set by the Registrar of any change of the agent’s address as soon as possible after it occurs.

37 Explanatory Notes

(79) Section 375 presently reads: 375(1) Subject to

section 371, on the reinstatement of the registration of an extra-provincial cooperative pursuant to

section 374(3), the Director must issue a new certificate of registration in the form set by the Director.

(2) The cancellation of the registration of an extra-provincial cooperative does not affect its liability for its obligations.

(80) Section 377 presently reads: 377(1) If an attorney of an extra-provincial cooperative dies or resigns or the attorney’s appointment is revoked, the extra-provincial cooperative must immediately send to the Director an appointment of an individual as its attorney for service in the form set by the Director, and the Director must file the appointment.

(2) An extra-provincial cooperative may, in the form set by the Director, appoint an individual as its alternative attorney.

(3) An extra-provincial cooperative must send to the Director (

a) each appointment by it of an alternative attorney, and (

b) if an alternative attorney di es or resigns or the appointment is revoked, a notice to that effect, and the Director must file the appointment or notice, as the case may be.

(4) An attorney for an extra-provincial cooperative who intends to resign must (

a) give not less than 60 days’ notice to the extra-provincial cooperative at its head office, and (

b) send a copy of the notice to the Director, who must file it.

(5) An attorney must send the Director a notice in the form set by the Director of any change of the attorney’s address as soon as possible after it occurs, and the Director must file the notice.

38 (

e) in subsection (6) by striking out “attorney” and substituting “agent”; (

f) by repealing subsection (7)(

a) to (

c) and substituting the following: (

a) delivered or mailed to the address of its agent or alterna tive agent according to the Registrar’s records, or (

b) sent by electronic means to its agent or alternative agent in accordance with the Electronic Transactions Act. (

g) by repealing subsections (8) and (9) and substituting the following:

(8) A notice or document sent under subsection (7) is deemed to have been received at the time it would be delivered in the ordinary course of mail or received in the ordinary course of electronic means, as the case may be, despite the fact that it is returned as undeliverable.

(81) Section 378 is amended (

a) in subsection (1) (

i) in the portion preceding clause (

a) by striking out “Director” and substituting “Registrar”; (ii) in clause (

a) by striking out “, verified in a manner satisfactory to the Director”; (iii) in clause (c) (

A) by striking out “Director” and substituting “Registrar”;

38 Explanatory Notes

(6) An extra-provincial cooperative must ensure that the address of its attorney is an office that is (

a) accessible to the public during normal business hours, and (

b) readily identifiable from the address or other description given in the notice referred to in subsection (5) or the appointment referred to in

section 369(2)(c).

(7) A notice or document required or permitted by law to be sent to or served in Alberta on an extra-provincial cooperative may be (

a) delivered to its attorney or to an alternative attorney according to the Director’s records, (

b) delivered to the address, acco rding to the Director’s records, of its attorney, or (

c) sent by registered mail to either of those addresses.

(8) A notice or document sent by registered mail to the attorney’s address is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the attorney did not receive the notice or document at that time or at all.

(9) An individual whose appointment as an attorney or alternative attorney of an extra-provincial cooperative is on file with the Registrar of Corporations immediately before the commencement of this Act is deemed to be the extra-provincial cooperative’s attorney or an alternative attorney, as the case may be, on the coming into force of this Act.

(81) Section 378 presently reads in part: 378(1) A registered extra-provincial cooperative must send to the Director (

a) a copy of each amendment to its charter, verified in a manner satisfactory to the Director, (

c) a notice in the form set by the Director of any change in

39 (

B) in subclause (ii) by striking out “name and address” and substituting “name and contact information”; (

b) in subsection (2)(

b) by striking out “section 381(1)” and substituting “section 381”; (

c) by repealing subsection (3) and substituting the following:

(3) If the amendment to its charter effects a change in the name under which an extra-provincial cooperative is registered, the Registrar must issue a certificate of amendment of registration.

(82) Section 379 is amended (

a) in subsection (1) by striking out “Director” wherever it occurs and substituting “Registrar”; (

b) in subsection (2) by striking out “Director must file them and issue a new” and substituting “Registrar must issue a”.

(83) Section 380 is amended (

a) in subsections (1)(

a) and (

b) and (2) by striking out “Director” and substituting “Registrar”; (

b) in subsection (3) (

i) by striking out “to the Director” and substituting “to the Registrar”; (ii) by striking out “, and the Director must file the notice”.

39 Explanatory Notes (ii) the membership of its board of directors, board of management or other governing body, including the name and address of each new member of the board of directors, board of management or governing body within 30 days after the effective date of the amendment or change.

(2) An extra-provincial cooperative is not required to send a notice of a change in the board of directors, board of management or other governing body if (

b) the change is reflected in th e annual return required to be filed under

section 381(1).

(3) If the amendment to its charter effects a change in the name under which an extra-provincial cooperative is registered, the Director, on filing the copy of the amendment, must issue a new certificate of amendment of registration in the form set by the Director and change the Director’s records accordingly.

(82) Section 379 presently reads in part: 379(1) A registered extra-provincial cooperative must send to the Director (

c) a statement in the form set by the Director relating to the amalgamated extra-provincial cooperative and the documents referred to in

section 369(2), within 30 days after the effective date of the amalgamation.

(2) On receiving the documents referred to in subsection (1), the Director must file them and issue a new certificate of registration of the amalgamated extra-provincial cooperative.

(83) Section 380 presently reads: 380(1) If liquidation proceedings are commenced in respect of a registered extra-provincial cooperative, the extra-provincial cooperative or, if a liquidator is appointed, the liquidator (

a) must send to the Director, immediately after the commencement of those proceedings, a notice showing that the proceedings have commenced and the address of the liquidator if one is appointed, and

(84) Section 381 is repealed and the following is substituted: Annual returns 381 A registered extra-provincial cooperative must, in each year on or before the last day of the month immediately following its anniversary month, send to the Registrar a return in the form set by the Registrar.

(85) Section 382 is amended (

a) by repealing subsection (1) and substituting the following: Certificate of status 382(1) On the payment of the prescribed fee, the Registrar may issue a certificate stating that, according to the Registrar’s records, the extra-provincial cooperative named in the certificate (

a) is or is not an existing extra-provincial cooperative on t he date of the certificate, or (

b) was or was not an existing extra-provincial cooperative on the day or during the period specified in the certificate.

40 Explanatory Notes (

b) must send to the Director immediately after the completion of those proceedings a return relating to the liquidation.

(2) The Director must (

a) on receiving the notice, file it and publish a notice respecting the liquidation in a publication generally available to the public, and (

b) on receiving the return, file it and cancel the registration of the extra-provincial cooperative immediately after the expiration of 90 days following the date of filing of the return.

(3) The liquidator of a registered extra-provincial cooperative must send to the Director a notice of any change of address within 30 days after the effective date of the change of address, and the Director must file the notice.

(84) Section 381 presently reads: 381(1) A registered extra-provincial cooperative must, in each year on or before the last day of the month immediately following its anniversary month, send to the Director a return in the form set by the Director, and the Director must file it.

(2) A registered extra-provincial cooperative must, at the request of the Director, send to the Director a return containing any further or other information that the Director may reasonably require.

(85) Section 382 presently reads: 382(1) The Director may furnish any person with a certificate that an extra-provincial cooperative has sent to the Director a document required to be sent under this Act.

(2) A certificate purporting to be signed by the Director and stating that a named extra-provincial cooperative was or was not registered on a specified day or during a specified period is admissible in evidence in the absence of evidence to the contrary of the facts stated in it without proof of the Director’s appointment or signature.

41 (

b) in subsection (2) (

i) by striking out “Director” and substituting “Registrar”; (ii) by striking out “registered” and substituting “existing”; (iii) by striking out “Director’s” and substituting “Registrar’s”.

(86) Section 382.3 is amended (

a) in clause (

c) by striking out “Director” and substituting “Registrar”; (

b) in clause (d) (

i) in subclause (ii) by striking out “and other returns”; (ii) in subclause (iv) by striking out “attorneys for service” and substituting “agents for service”; (

c) in clauses (

f) and (

h) by striking out “Director” and substituting “Registrar”.

(87) Section 390 is repealed and the following is substituted: Amending articles 390 A non-profit housing cooperative incorporated with shares or a cooperative without shares may change to a cooperative of the other form.

41 Explanatory Notes

(86) Section 382.3 presently reads in part: 382.3 The Minister may make regulations (

c) respecting the collection by the Director of applications, information, forms, notices, fees and other things relating to extra-provincial matters referred to in

section 382.1(b)(ii) for an extra-provincial director and the transmission of those things to the extra-provincial director; (

d) respecting the registration of and other matters pertaining to extra-provincial cooperatives, including, without limitation, regulations respecting (ii) annual returns and other returns of extra-provincial cooperatives, (iv) changes in the name, char ter, head office, directors or attorneys for service of extra-provincial cooperatives, (

f) respecting the documentation to be issued by the Director; (

h) respecting the furnishing of applications, information, forms, notices, fees and other things to the Director;

(87) Section 390 presently reads: 390 A non-profit housing cooperative may make the following amendments to its articles: (

a) a non-profit housing cooperative incorporated with shares or a cooperative without shares may change to a cooperative of the other form; (

b) a non-profit housing cooperative may change to a corporation under

Part 9 of the Companies Act or the Societies Act if (

i) the primary object of th e corporation is to carry on business as a non-profit continuing housing corporation

(88) Section 420 is amended (

a) by renumbering it as

section 420(1); (

b) in subsection (1) (

i) by striking out “co-operative” wherever it occurs and substituting “cooperative”; (ii) in clause (

b) by striking out “by a show of hands or by ballot”; (

c) by adding the following after subsection (1):

(2) Unless expressly prohibited by the bylaws, members who vote at a meeting referred to in subsection (1)(

b) may vote by (

a) a show of hands, (

b) ballot, or (

c) any telephonic, electronic or other communication method that the cooperative has made available for that purpose.

(89) Section 421(2) is amended by striking out “sections 73 and 74” and substituting “section 73”.

42 Explanatory Notes or a non-profit home ownership cooperative and to provide housing or housing-related facilities to its members together with ancillary services and facilities, (ii) the corporation is to be carried on without the purpose of gain for its members or shareholders, and (iii) on dissolution and after the payment of its debts and liabilities, the remaining property of the corporation is to be transferred to, or distributed among, one or more non-profit housing cooperatives, non-profit organizations or charitable organizations.

(88) Section 420 presently reads: 420 In the case of a multi-stakeholder co-operative, any reference in this Act to a special resolution means a resolution that is not effective until it is (

a) passed by the directors of th e multi-stakeholder co-operative, and (

b) confirmed, with or without va riation, by at least 2/3, or any greater proportion that is provided for by the articles, of the votes cast by a show of hands or by ballot by the members of each stakeholder group at (

i) a meeting of the members of the multi-stakeholder cooperative called for that purpose, or (ii) separate meetings of each of the stakeholder groups called for that purpose.

(89) Section 421(2) presently reads:

(2) In addition to the requirements set out in sections 73 and 74, there must be at least one director of each stakeholder group present at a meeting of directors to constitute a quorum of the board of directors.

(90) Sections 432, 434, 435, 436(1), 439, 440, 441, 442, 443, 444 and 446 are repealed.

43 Explanatory Notes

(90) Sections 432, 434, 435, 436(1), 439, 440, 441, 442, 443, 444 and 446 presently read: 432 Every association that is registered under the former Act when this

Part comes into force continues as an association under the former Act, and the former Act continues to apply to that association until March 31, 2005. 434(1) An association continued under

section 432 is dissolved on March 31, 2005 unless the association is continued under this

section before that date.

(2) An association may be continued as a cooperative if the association submits an application to the Director that contains (

a) the articles of th e association in accordance with sections 5, 387, 388, 389, 392(1), 402(1), 407, 413 and 419, as applicable; (

b) a declaration signed by the directors that after the association is continued under this

section the cooperative will be organized and operated and will carry on business on a cooperative basis; (

c) if applicable, a declaration signed by the incorporators that after the incorporation the cooperative will comply with the applicable division of

Part 18; (

d) the fee required by the regulations, if any; (

e) anything else required by the regulations.

(3) Notwithstanding subsection (2), an extra-provincial cooperative may be continued under this Act if the cooperative submits a declaration signed by the directors that the cooperative wishes to continue under this Act.

(4) On receipt of a complete application under subsection (2) or a declaration under subsection (3), the Director must issue a certificate of continuance continuing an association as a cooperative or extra-provincial cooperative, as the case may be. 435(1) A certificate of continuance issued under this Part must set out the name of the cooperative or extra-provincial cooperative and its financial year.

44 Explanatory Notes

(2) The Director may set out in the certificate of continuance any term or condition that the Director considers appropriate to deal with the particular circumstances of the cooperative or extra-provincial cooperative. 436(1) On the date set out in the certificate of continuance, (

a) an association continued under this Part becomes a cooperative as if it had been incorporated or registered under this Act, and (

b) the certificate of conti nuance is the instrument of incorporation or registration of the cooperative. 439 The Director of Co-operative Activities under the former Act continues as the Director of Cooperatives under this Act until a new Director is appointed pursuant to

section 331. 440(1) If a supplemental bylaw of an association is in effect when the association is continued under this Part, the supplemental bylaw continues in effect until new bylaws are filed with the Director in accordance with this section.

(2) Within one year of the certificate of continuance being issued under

section 434(4) or at the next annual general meeting of the cooperative, whichever occurs first, the members of the cooperative must meet to make the bylaws, which must contain the matters provided in the regulations.

(3) The bylaws made under subsection (2) must (

a) be filed with the Director within 60 days of the date they are made, (

b) be signed by the directors, and (

c) have an affidavit attached to them verifying the signatures under clause (b). 441 On the continuation of an association under this Part, shares with nominal or par value of the cooperative are continued as shares with nominal or par value. 442 Notwithstanding

section 16, the name of an association continued under this Act continues as the name of the cooperative.

(91) The following provisions are amended by striking out “Director” wherever it occurs and substituting “Registrar”:

section 16(3);

section 24(2);

section 25(1)(

b) and (c);

section 28(7);

section 68;

section 110(4) and (5);

section 241(6)(b);

section 269(1), (3) and (4);

section 278(5) and (6);

45 Explanatory Notes 443 Notwithstanding any other provision of this Act, the directors and officers of an association that are in office when the association is continued under this Part remain in office until the first annual meeting of members and investment shareholders or when their terms of office expire, whichever occurs first. 444 Notwithstanding any provision of this Act, the auditor of an association continued under this

Part continues to be the auditor of the cooperative until (

a) the cooperative’s first annual meeting of members and investment shareholders, or (

b) the office of auditor becomes vacant, whichever occurs first. 446 The Minister may make regulations (

a) respecting the transition of matters under the former Act to this Act; (

b) respecting the continuation of cooperative associations under this Act; (

c) respecting the revival of an association that has not been continued under this Act, including (

i) having the revival be retroactively effective to the date that the former Act is repealed; (ii) the winding-up and dissolution of a revived cooperative association.

(91) Updates terminology.

section 279(7);

section 280(1);

section 299(2);

section 306(2)(d), (3) and (4);

section 307;

section 308(4), (5) and (6);

section 309(1), (2) and (3);

section 311(1) and (3);

section 312(1), (2) and (3);

section 313(2) and (4);

section 321(h);

section 323(4), (5)(

a) and (

c) and (6);

section 333;

section 335;

section 338;

section 339(1), (3) and (4);

section 340;

section 341;

section 344;

section 347(1) and (2);

section 352(c), (d), (

q) and (cc);

section 364;

section 372(1) and (4);

section 382.1(a);

section 382.2;

section 423.

(92) This

section comes into force on Proclamation. Education Act Amends SA 2012 cE-0.3 4(1) The Education Act is amended by this section.

(2) Section 21 is repealed and the following is substituted: Early childhood services programs 21(1) A board or, with the approval of the Minister, other person may provide an early childhood services program to a child who, as of September 1, is younger than 6 years of age, if the parent of the child requests it.

(2) A board or, with the approval of the Minister, other person may provide an early childhood services program to a student who, as of

46 Explanatory Notes

(92) Coming into force. Education Act 4(1) Amends

chapter E-0.3 of the Statutes of Alberta, 2012.

(2) Section 21 presently reads: 21(1) A board or, with the approval of the Minister, another person may provide an early childhood services program to a child who, as of September 1, is younger than 6 years of age, if the parent of the child requests it.

(2) A board or, with the approval of the Minister, a person may provide an early childhood services program to a student who, as of

47 September 1, is younger than 7 years of age if both the parent of the student and the board or person providing the early childhood services program are of the opinion that the program will benefit the student.

(3) An early childhood services program provided by a board or other person must be consistent with the goals and standards adopted or approved by the Minister under

section 18(2)(b).

(4) A board or other person providing an early childhood services program shall manage, administer and operate the early childhood services program in accordance with this Act, the regulations and any policies established under the regulations.

(5) The Minister may by order establish minimum requirements that policies established under the regulations must meet.

(6) Subject to the regulations, if a parent enrols a child or student in an early childhood services program, the board or other person that provides the early childhood services program may charge the parent fees in respect of the program.

(7) Unless otherwise stated, if a child referred to in subsection (1) attends an early childhood services program, the child is not, by reason of attending that program, (

a) a resident student of the board, or (

b) entitled to any of the righ ts or benefits given to a student under this Act.

(8) The Lieutenant Governor in Council may make regulations respecting early childhood services programs, including regulations respecting (

a) boards and other persons providing early childhood service s programs, including regulations establishing classes of boards or persons providing early childhood services programs; (

b) the management, administr ation and operation of early childhood services programs;

47 Explanatory Notes September 1, is younger than 7 years of age if both the parent of the student and the board are of the opinion that the program will benefit the student.

(3) An early childhood services program provided by a board or a person under this

section must be consistent with the goals and standards adopted or approved by the Minister under

section 18(2)(b).

(4) Subject to the regulations, if a parent enrols a child or a student in an early childhood services program, the board or other person that provides the early childhood services program may charge the parent fees in respect of the program.

(5) Unless otherwise stated, if a child referred to in subsection (1) attends a program under this section, the child is not, by reason of attending that program, (

a) a resident student of the board, or (

b) entitled to any of the rights or benefits given to a student under this Act.

(6) The Minister may make regulations respecting early childhood services programs.

48 (

c) the development, mainten ance and review of policies relating to the management, administration and operation of early childhood services programs; (

d) the governance of persons other than boards providing earl y childhood services programs, including regulations respecting the composition of boards of directors, quorum and voting requirements; (

e) remuneration, benefits, allowa nces, expenses or fees that may be paid or provided to directors, officers or individuals employed or engaged for services by boards or other persons providing early childhood services programs; (

f) contracts of employment or agreements to engage services that boards or other persons providing early childhood services programs have entered into or propose to enter into, including regulations respecting (

i) the review by the Ministe r of contracts or agreements, (ii) requirements that contracts or agreements must meet, (iii) actions the Minister may take with respect to contracts or agreements that do not meet the requirements, and (iv) transitional matters with respect to the requirements referred to in subclause (ii) or the actions referred to in subclause (iii), including regulations authorizing the Minister to require amendment or termination of contracts or agreements; (

g) agreements and transactions with related parties that boards or other persons providing early childhood services programs have entered into or propose to enter into, including regulations respecting (

i) the determination as to w hether parties to agreements or transactions are related parties, (ii) the review by the Minister of agreements or transactions, (iii) requirements that agreements or transactions must meet,

48 Explanatory Notes

49 (iv) actions the Minister may ta ke with respect to agreements or transactions that do not meet the requirements, and (

v) transitional matters with respect to the requirements referred to in subclause (iii) or the actions referred to in subclause (iv), including regulations authorizing the Minister to require amendment or termination of contracts or agreements; (

h) funding relating to early childhood services programs received under the Government Organization Act, including prohibitions on the transfer of such funding; (

i) financial reporting relating to the management, administration and operation of early childhood services programs; (

j) audits of financial statements, including requirements, criteria and procedures for audits; (

k) the collection, use and disclosure by the Minister of information relating to the management, administration and operation of early childhood services programs, including personal information; (

l) the provision of information relating to the management, administration and operation of early childhood services programs to the Minister or other persons by boards or other persons providing early childhood services programs; (

m) the publication of informa tion relating to the management, administration and operation of early childhood services programs; (

n) confidentiality, publication, retention, storage and disposition of records relating to the management, administration and operation of early childhood services programs; (

o) monitoring and oversight of boards and other persons providing early childhood services programs to determine compliance with this Act, the regulations and the policies required under the regulations;

49 Explanatory Notes

50 (

p) actions the Minister may take in respect of a failure to comply with this Act, the regulations or the policies required under the regulations; (

q) exemptions from any requirements under the regulations; (

r) defining for the purposes of this Act any term that is use d but not defined in this Act.

(9) Regulations made under subsection (8) may apply to all boards or persons providing early childhood services programs or to a class of boards or persons providing early childhood services programs, and different regulations may be made in respect of different classes of boards or persons providing early childhood services programs.

(3) Section 29 is amended (

a) by adding the following after subsection (3):

(3.1) A person responsible for the operation of a private school shall manage, administer and operate the private school in accordance with this Act, the regulations and any policies established under the regulations.

(3.2) The Minister may by order establish minimum requirements that policies established under the regulations must meet. (

b) in subsection (4) by adding th e following after clause (a): (a.1) if the person responsible for the operation of the schoo l does not comply with the provisions of the regulations or policies that are prescribed by the regulations for the purposes of this clause, (

c) by adding the following after subsection (6):

(6.1) This

section and any regulations made under subsection (7) do not apply (

a) in respect of an accredited private school in relation to the operation, administration and management of an early childhood services program provided in the accredited private school, and

50 Explanatory Notes

(3) Section 29 presently reads in part:

(4) The Minister may cancel or suspend the registration or accreditation of a private school (

a) if the person responsible for the operation of the school does not comply, in the case of a private school, with subsection (1) and, in the case of an accredited private school, with subsections (1) and (2),

(7) The Minister may make regulations respecting private schools, including, without limit

Document details

Collection	Alberta — Bills
Citation	L30 S3 11977
Type	bill
Volume / chapter	L30 S3 11977
Language	en
Format	json
Source	PROVINCIAL
Identifier	1df9a48c8c8cfe35c89c60da8facab150a342223

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