Cooperatives Regulation (Alta. Reg. 55/2002)

Alta. Reg. 55/2002

Alberta — Regulations

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Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law.

(Consolidated up to 78/2025) ALBERTA REGULATION 55/2002 Cooperatives Act COOPERATIVES REGULATION Table of Contents

Part 1 General Names 1

Definitions 2 Similar names 3 Minor differences 4 Identical names 5 Distinctive meaning through use 6 Family names 7 Name of amalgamated cooperative 8 Additional form of name 9 Limited number of characters 1 0 Permitted characters 1 1 Year in name 1 2 Objectionable names 1 3 Proposed names 1 4 Other prohibited affiliations 1 5 Registrar ’s powers 1 6 Name search reports Meetings 1 7 Electronic meetings 1 8 Organizational and first meeting of members 1 9 Annual and special meetings of members and shareholders 2 0 Notice of meetings 2 1 When notice not required 2 2 Failure to receive notice 2 3 Record dates 2 4 Special business 2 5 Waiver of notice 2 6 Requisition for a meeting 2 7 Member or shareholder calling meeting

AR 55/2002 COOPERATIVES REGULATION 2 2 8 Meetings not called as required 2 9 Meeting called by the Court 3 0 Notice of proposals 3 1 Liability for circulation of proposals 3 2 Refusal to include proposal 3 3 Voting rights of mem bers and shareholders 3 4 Quorum - investment shareholders 3 5 Quorum - members 3 6 Members who are not individuals 3 7 Joint voting by mem bers and shareholders 3 8 Voting by show of hands 3 9 Electronic voting 4 0 Resolution in place of meeting 4 1 One-person meeting Miscellaneous Provisions 4 2 Additional information for incorporation 4 3 New generation cooperative articles 4 5 Contents of bylaws 4 6 Disclosure of financial assistance 4 7 Securities records 4 8 Prescribed financial statements 4 9 Fees 5 0 Forms

Part 2 Special Rules Respecting Extra-provincial Matters Division 1

Interpretation and Designations 5 1

Definitions 52 Designations Division 2 Alberta Cooperatives 53 Registration in jurisdiction o f designated extra provincial director 54 Maintaining registration 55 Requests, information and documents 56 Provision of other inf ormation to designated extra provincial director

Section 1 AR 55/2002 COOPERATIVES REGULATION 3 Division 3 Designated Extra provincial Cooperatives 57 Registrations and filings of designated extra provincial coope ratives 58 Registration 59 Head office 60 Agent for service 61 Changes in name 62 Cancellation of assumed name 63 Changes in head office 64 Changes in agent for service 65 Instrument of amalgamation 65.1 Change of home jurisdiction by designated extra-provincial cooperative 65.2 Change of home jurisdiction by registered extra-provincial cooperative 66 Application to cancel registration 67 Cancellation of registration without notice 68 Cancellation of registration with notice 70 Liability for obligations 71 Collection of information 72 Complete information required 73 Form of information 74 Certificates 75 Certificate as evidence 76 Fee exemption 77 Application of provisions of Act

Part 3 Expiry 78 E x p i r y Schedules

Part 1 General Names

Definitions 1(1) In sections 2, 3 and 4, (a) “Canada corporation” means a Canada corporation within the meaning of the Business Corporations Act;

Section 2 AR 55/2002 COOPERATIVES REGULATION 4 (b) “corporation” means a corporate entity, however incorporated, that is incorporated in Alberta, a registered extra-provincial corporation and a Canada corporation; (b) “dissolved corporation” means a dissolved corporation that was incorporated in Alberta.

(2) For the purposes of the Act and this Regulation, “financial intermediary” means (

a) a b a n k , (

b) a loan corporation or trust corporation under the Loan and Trust Corporations Act, (

c) an insurer under the Insurance Act, (

d) a reporting issuer, dealer or underwriter under the Securities Act, (

e) a credit union under the Credit Union Act, or (

f) a person or body similar to a person or body referred to i n any of clauses (

b) to (

e) and regulated by

an Act of Canada or a province or territory similar to

an Act referred to in any of those clauses. AR 55/2002 s1;206/2022 Similar names 2(1) A cooperative and an extra-provincial cooperative registered in Alberta may not have a name that is similar to the name of a corporation unless that corporation consents in writing to the use of the name in whole or in part.

(2) A cooperative and an extra-provincial cooperative registered in Alberta may not have a name that is similar to the name of a dissolved corporation unless the dissolved corporation has been dissolved for more than 3 years.

(3) For the purposes of subsections (1) and (2), a name is similar if it is (

a) a name that would reasonabl y lead to the inference that the cooperative or extra-provincial cooperative bearing the name is or would be associated or affiliated with the corporation or dissolved corporation if the cooperative or extra-provincial cooperative and the corporation or dissolved corporation are not or will not be associated or affiliated, or

Section 3 AR 55/2002 COOPERATIVES REGULATION 5 (

b) a name whose similarity to the name of the corporation or dissolved corporation would lead someone who has an interest in dealing with the corporation or dissolved corporation to deal with the cooperative or extra- provincial cooperative bearing the name in the mistaken belief that he or she is dealing with the corporation or dissolved corporation. Minor differences 3(1) A cooperative and an extra-provincial cooperative registered in Alberta may not have a name where the only difference from the name of a corporation or of a dissolved corporation is (

a) the addition or deletion of punctuation marks or spaces, (

b) the insertion or remov al of a year in the name, (

c) a difference in the legal e lement of the name referred to in

section 16(1) of the Act, (

d) the substitution of a word for its abbreviation or an abbreviation for the word, (

e) the substitution of a word for its homonym, (

f) the addition or deletion of an article, or (

g) any other change that does not produce a phonetic difference between the name and the name of the corporation or dissolved corporation. (2) Subsection (1)(

b) to (

g) as they apply to a corporation do not apply (

a) where the corporation consents in writing and undertakes to (

i) change its name, or (ii) dissolve within 6 months, or (

b) in the case of a corporatio n that is a registered extra- provincial corporation, where the registered extra- provincial corporation undertakes to (

i) cease to be regist ered in Alberta, or (ii) change its name in its home jurisdiction within 6 months.

Section 4 AR 55/2002 COOPERATIVES REGULATION 6 (3) Subsection (1)(

b) to (

g) as they apply to a dissolved corporation do not apply where the dissolved corporation has been dissolved for at least 3 years prior to the time the cooperative or extra-provincial cooperative has the name. Identical names 4(1) A cooperative or an extra-provincial cooperative may have a name that is identical to the name of a corporation incorporated in Alberta if (

a) the corporation has ceased to use its name, (

b) the name is not a number name, (

c) the corporation and the cooperative or extra-provincial cooperative wishing to have the name were affiliated at the time the corporation ceased to use the name, (

d) the corporation provided its consent to the cooperative or extra-provincial cooperative having the name, and (

e) the cooperative or extra-pro vincial cooperative wishing to have the name undertakes to amend all titles and public registrations in the name of the corporation to reflect the change within 6 months.

(2) A cooperative or extra-provincial cooperative may have a name that is identical to the name of a dissolved corporation if (

a) the name is not a number name, (

b) the dissolved corporation and the cooperative or extra- provincial cooperative wishing to have the name were affiliated at the time the dissolved corporation was dissolved, (

c) the dissolved corporation consented in writing before it was dissolved to the cooperative or extra-provincial cooperative having the name, and (

d) the cooperative or extra-pro vincial cooperative wishing to have the name undertakes to amend all titles and public registrations in the name of the dissolved corporation to reflect the change within 6 months.

Section 5 AR 55/2002 COOPERATIVES REGULATION 7

(3) If an undertaking under subsection (1)(

e) or (2)(

d) is not carried out, the Registrar may, by notice in writing, giving reasons, direct the cooperative or extra-provincial cooperative to change its name to one that the Registrar approves within 90 days of the date of notice. AR 55/2002 s4;206/2022 Distinctive meaning through use 5 No cooperative may have a name that (

a) is too general, (

b) is only descriptive, in any language, of the quality, function or other characteristics of the goods or services in which the cooperative deals or intends to deal, or (

c) is primarily or only the name or surname of an individual who is living or has died within 30 years preceding the date the name is used unless the name has through use acquired a meaning that renders the name distinctive. Family names 6 No cooperative may have a name that contains a word or expression, an element of which is the family name of an individual, whether or not the word or expression is preceded by the individual’s given name or initials, unless the individual or the individual’s heir, executor, administrator, assign or guardian consents in writing to the use of the name.

Name of amalgamated cooperative 7 When 2 or more cooperatives amalgamate, the name of the amalgamated cooperative may be identical to the name of one of the amalgamating cooperatives if the name is not a number name. Additional form of name 8(1) An additional form of name pursuant to

section 16(2) of the Act must be a direct translation of the cooperative name.

(2) Notwithstanding subsection (1), changes may be made to the additional form of name to ensure that it is idiomatically correct. Limited number of characters 9 No cooperative may have a name that exceeds 200 characters in length, including punctuation marks and spaces.

Section 10 AR 55/2002 COOPERATIVES REGULATION 8 Permitted characters 10(1) The name of a cooperative or an extra-provincial cooperative registered in Alberta may contain only the following: (

a) letters of the alphabet of the English language; (

b) Arabic numerals; (

c) the following punctuation or other marks: ( i ) ! (ii) “ (iii) # ( i v ) $ ( v ) % ( v i ) & (vii) ‘ (viii) () ( i x ) * ( x ) + ( x i ) , (xii) . (xiii) - (xiv) / ( x v ) : ( x v i ) ; (xvii) > (xviii) < (xix) = ( x x ) [ ] ( x x i ) \

Section 11 AR 55/2002 COOPERATIVES REGULATION 9 (xxii) ∩ (xxiii) ? ( x x i v ) @ (

d) any combination of letters, numerals and marks referred to in clauses (a), (

b) and (c).

(2) The first character of the name of a cooperative or of an extra- provincial cooperative registered in Alberta must be an Arabic numeral or an alphabetic letter of the English language.

(3) No cooperative or extra-provincial cooperative registered in Alberta may have a name that consists primarily of a combination of punctuation marks or other marks. Year in name 11 No cooperative may have a name that contains a year in parenthesis unless the cooperative is a successor cooperative and the year is the year in which it became a successor cooperative. Objectionable names 12(1) No cooperative or extra-provincial cooperative registered in Alberta may have a name that contains a word or expression in any language that is obscene or connotes a business that is scandalous, obscene or immoral or that is otherwise objectionable on public grounds.

(2) No cooperative may have a name that contains a word or expression that might lead to the inference that the cooperative is not a cooperative to which the Act applies. Proposed names 13 No name that is identical or similar to a name that is identified in a computer printed search report as “proposed” may be used by a cooperative or an extra-provincial cooperative registered in Alberta unless it is the person who first proposed the name or has the consent in writing of the person who first proposed the name. Other prohibited affiliations 14(1) No cooperative may have a name that indicates that the cooperative (

a) carries on business u nder royal, vice-regal or governmental patronage, approval or authority unless the

Section 14 AR 55/2002 COOPERATIVES REGULATION 10 appropriate government department or agency consents in writing to the name, (

b) is sponsored or controlle d by or is affiliated with (

i) the Government of Canada, (ii) the government of a province or territory, or (iii) the government of a sub division of a country other than Canada or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name, (

c) is sponsored or controlled by a university, college or polytechnic institution or a professional or other occupational association that is regulated by provincial or federal legislation, unless the university, college or polytechnic institution or professional or occupational association consents in writing to the use of the name, or (

d) carries on business as a f inancial intermediary that is regulated by provincial or federal legislation, unless the appropriate government department or agency consents in writing to the use of the name.

(2) No cooperative or extra-provincial cooperative registered in Alberta may have a name (

a) that indicates that the cooperative or extra-provincial cooperative is associated with (

i) the Alberta Heritage Savings Trust Fund, (ii) the operation of Nakiska Ski Area, unless it has the written consent of the Minister of Forestry and Parks, or (iii) the Olympic Games or its organizing committee, unless it has the written consent of the Canadian Olympic Association, o r (

b) that includes the word “Kan anaskis” and indicates that the cooperative or extra-provincial cooperative is associated with land of the Crown in right of Alberta or the administration of land of the Crown in right of Alberta,

Section 15 AR 55/2002 COOPERATIVES REGULATION 11 unless it has the written consent of the Minister of Forestry and Parks. AR 55/2002 s14;35/2007;68/2008;10/2019;206/2022; 216/2022;98/2023 Registrar’s powers 15 In determining whether a name contravenes the Act or this Regulation, the Registrar may, without limitation, consider the following: (

a) the distinctiveness of the name or any element of it and the extent to which the name has become known; (

b) the length of time th e name has been in use; (

c) the nature of the business carried on under or associated with the name, including the likelihood of any competition among businesses using such a name; (

d) the nature of the trade w ith which a name is associated, including the nature of the goods or services and the means by which they are offered or distributed; (

e) the degree of similarity between the name and another name in appearance or sound; (

f) the geographic ar ea in Alberta in which the name is likely to be used. AR 55/2002 s15;206/2022 Name search reports 16 In the case of (

a) the incorporation of a cooperative, (

b) a change in the name of a cooperative or a registered extra-provincial cooperative, (

c) the use of an additional fo rm of name under

section 16(2) of the Act and

section 8 of this Regulation, (

d) the registration of an ex tra-provincial cooperative, (

e) the continuance of an extra-provincial cooperative into Alberta where the extra-provincial cooperative is not a registered extra-provincial cooperative with the identical name in Alberta immediately prior to continuance,

Section 17 AR 55/2002 COOPERATIVES REGULATION 12 (

f) the amalgamation of 2 or more cooperatives where the name of the amalgamated cooperative is not identical to the name of one of the amalgamating cooperatives, (

g) the amalgamation of a r egistered extra-provincial cooperative with one or more extra-provincial cooperatives where the name of the amalgamated extra- provincial cooperative is not identical to the name of the registered extra-provincial cooperative, (

h) the revival of a coopera tive where the cooperative is revived after having been dissolved under

Part 14 of the Act, and (

i) the reinstatement of the registration of an extra-provinci al cooperative whose registration was cancelled under

section 374(1)(

a) of the Act, the following must accompany the documents sent to the Registrar in connection with the incorporation, change of name, use of name, registration, continuance, amalgamation, revival or reinstatement: (

j) an original Alberta S earch Report from the NUANS (Newly Upgraded Automated Name Search) system maintained or controlled by the Government of Canada, dated not more than 90 days prior to the submission of the report; (

k) any consent or consent and undertaking required under the Act or this Regulation. AR 55/2002 s16;206/2022 Meetings Electronic meetings 17 Unless the bylaws expressly provide otherwise, (

a) a person entitled to attend a meeting of members or investment shareholders may attend the meeting by electronic means, (

b) a meeting of members or investment shareholders may be held entirely by electronic means, and (

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

a) or (

b) is deemed for the purposes of this Regulation to be present in person at the meeting. AR 55/2002 s17;85/2021;206/2022

Section 18 AR 55/2002 COOPERATIVES REGULATION 13 Organizational and first meeting of members 18(1) The directors shall call a meeting of the members (

a) after holding an organizational meeting pursuant to

section 56 of the Act, and (

b) in any event, within 180 days of the issuance of the incorporation certificate.

(2) The members, at their first meeting, shall (

a) adopt bylaws for the cooperative, (

b) elect or appoint directors in accordance with

section 55(2) of the Act, and (

c) appoint an auditor to hol d office until the close of the first annual meeting of members, unless the appointment of an auditor is dispensed with pursuant to

section 236 of the Act. AR 55/2002 s18;206/2022 Annual and special meetings of members and shareholders 19(1) The directors shall call the first annual meeting of members not later than 18 months after the cooperative comes into existence and subsequent annual meetings of members must be held not later than the earlier of (a) 15 months after holding the preceding annual meeting, and (b) 6 months after the end of t he preceding financial year.

(2) The directors may call a special meeting of the cooperative at any time.

(3) Notwithstanding subsection (1), the cooperative may apply to the Court for an order extending the time within which the first or any annual meeting of members must be held. Notice of meetings 20(1) Notice of a meeting of the cooperative must be given not less than 10 and not more than 60 days before the date of the meeting, (

a) to each person who is en titled to vote at the meeting, (

b) to each director, and

Section 21 AR 55/2002 COOPERATIVES REGULATION 14 (

c) in each case of an annual me eting, to the auditor of the cooperative, if any.

(2) Unless the bylaws provide otherwise, notice of a meeting of investment shareholders of any class of shares that is publicly traded on a recognized stock exchange in Canada must be given at least 30 days before the date of the meeting (

a) to each person who is en titled to vote at the meeting, (

b) to each director, and (

c) in each case of an annual me eting, to the auditor of the cooperative, if any.

(3) A notice under this

section must set out all relevant information about the meeting, and in the case of a meeting that is to be held, or that a person may attend, by electronic means, the information required for attendees to access the meeting.

(4) A notice under this

section must be given in accordance with

section 346 of the Act. AR 55/2002 s20;85/2021;206/2022 When notice not required 21 Notice of a meeting of investment shareholders need not be given to an investment shareholder who was not registered on the records of the cooperative or its transfer agent on the record date fixed or determined under

section 23. Failure to receive notice 22 Failure to receive notice of a meeting does not deprive a person of a right to vote at the meeting at which the person is entitled to vote. Record dates 23(1) Unless the bylaws provide otherwise, the following dates are record dates for the purpose indicated in column 1, and if a date is not fixed by the directors in accordance with column 2, the default date in column 3 applies as indicated: Column 1 purpose of record date Column 2 record date Column 3 default record date [The date if not fixed by directors] (

a) To determine the persons entitled to The day before the day on which the notice is The day before the day on which the

Section 24 AR 55/2002 COOPERATIVES REGULATION 15 receive notice of or to vote at a meeting of members given or if no notice is given, the day of the meeting. notice is given or if no notice is given, the day of the meeting (

b) To determine the members or investment shareholders (

i) who are entitled to receive payment of a dividend, or (ii) for any other purpose (except for (a), (

c) or (

d) The day fixed by the directors, if any, which must not be more than 60 days before the particular action to be taken The date on which the directors pass the resolution relating to the particular purpose (

c) To determine the investment shareholders who are entitled to receive notice of a meeting of investment shareholders The date fixed by the directors, if any, which must be at least 10 days but not more than 60 days before the meeting The day before the day on which notice is given or if no notice is given, the day of the meeting (

d) To determine the investment shareholders who are entitled to vote at a meeting of investment shareholders The date fixed by the directors, if any, which must be at least 10 days but not more than 60 days before the meeting The day on which the directors pass the resolution calling the meeting

(2) Unless the bylaws provide otherwise, if a record date for investment shareholders is fixed by the directors, unless notice of the date is waived by each investment shareholder named in the securities register at the close of business on the day the directors fix the record date, notice of the record date must be given at least 7 days before the record date in accordance with

section 346 of the Act. AR 55/2002 s23;206/2022 Special business 24(1) All matters dealt with at a special meeting of a cooperative and all matters dealt with at an annual meeting are special business, except (

a) consideration of the financial statements, (

b) an auditor’s report,

Section 25 AR 55/2002 COOPERATIVES REGULATION 16 (

c) the electio n of directors, (

d) the remuneration of directors and delegates, (

e) the appointment of an auditor, (

f) the approval of patronage returns if the bylaws require member approval of patronage returns, (

g) consideration of the minutes of the previous annual meeting, (

h) consideration of reports of directors or standing committees, and (

i) any other matter that the bylaws specify is not special business.

(2) Amendments to articles and the making of bylaws and amendments to them may not be specified under subsection (1) as matters that are not special business.

(3) Notice of a meeting of a cooperative at which special business is to be transacted must (

a) state the nature of the sp ecial business in sufficient detail to permit the recipient to form a reasoned judgment about the special business, and (

b) subject to subsection (4), contain the text of any special resolution to be submitted to the meeting.

(4) Where the text of a special resolution 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 resolution and a statement that the full text of the resolution is available at any business location of the cooperative. AR 55/2002 s24;206/2022 Waiver of notice 25(1) A person who is entitled to attend a meeting of a cooperative may waive notice of the meeting in any manner.

(2) Attendance at a meeting of a cooperative is a waiver of notice of the meeting, except when a person attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

Section 26 AR 55/2002 COOPERATIVES REGULATION 17 Requisition for a meeting 26(1) Two or more persons who together hold at least 5%, or a greater percentage specified in the bylaws, of the voting rights that could be exercised at a meeting of members or investment shareholders, may requisition the directors to call a meeting of the members or investment shareholders, as the case may be.

(2) The bylaws may not provide for a percentage that is greater than 25% for the purposes of subsection (1).

(3) The requisition (

a) must state the business to be transacted at the meeting an d must be sent to each director and to the registered office of the cooperative, and (

b) may consist of several do cuments of similar form, each signed by one or more persons who are entitled to vote at the meeting.

(4) On receipt of the requisition, the directors shall call a meeting to transact the business stated in the requisition unless (

a) the directors have already called a meeting and given notice of it under

section 20, or (

b) the business of the meetin g as stated in the requisition would, if the requisition were a proposal, bring it within the application of

section 30(7)(b), (c), (

d) or (e). AR 55/2002 s26;206/2022 Member or shareholder calling meeting 27(1) If the directors do not call a meeting within 21 days after receiving a requisition to do so, any person who signed the requisition may call the meeting, unless the meeting is not required to be called because of

section 26(4).

(2) A meeting called under

section 26 or this

section must be called as nearly as possible in the manner in which meetings are to be called under the bylaws, a unanimous agreement, this Regulation and the Act.

(3) The cooperative must reimburse the persons who signed the requisition for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting, unless the persons who are present and entitled to vote at the meeting resolve otherwise. AR 55/2002 s27;206/2022

Section 28 AR 55/2002 COOPERATIVES REGULATION 18 Meetings not called as required 28(1) A member, director or investment shareholder who is entitled to vote at a meeting of the cooperative may call the meeting if it is not called within the time required by this Regulation, the Act, the articles, the bylaws or any unanimous agreement.

(2) A meeting called, held and conducted under this

section is for all purposes a meeting duly called, held and conducted. AR 55/2002 s28;206/2022 Meeting called by the Court 29(1) On the application of a director or a person who is entitled to vote at a meeting, or in the case of a distributing cooperative, on the application of the Executive Director, the Court may order a meeting of a cooperative to be called, held and conducted within the time and in the manner that the Court directs, if (

a) it is not feasible to call th e meeting within the time or in the manner in which those meetings are to be called, (

b) it is not feasible to conduct the meeting in the manner required by this Regulation, the Act, the bylaws and any unanimous agreement, or (

c) the Court thinks, for any o ther reason, the meeting should be called, held and conducted in the manner it directs.

(2) Without restricting the generality of subsection (1), the Court may order that the quorum required by the bylaws, this Regulation or the Act be varied or dispensed with at a meeting called, held and conducted under this section.

(3) A meeting called, held and conducted under this

section is for all purposes a meeting duly called, held and conducted. AR 55/2002 s29;206/2022 Notice of proposals 30(1) A member may, in accordance with the Act and this Regulation, (

a) submit to the cooperative notice of any matter that the member proposes to raise at an annual meeting of members, and (

b) discuss at the meeting any matter in respect of which the member would have been entitled to submit a proposal.

Section 30 AR 55/2002 COOPERATIVES REGULATION 19

(2) Any member or director may, in accordance with

section 265 of the Act, make a proposal to amend the articles.

(3) Any other person may, in accordance with

section 265 of the Act, make a proposal to amend the articles if the person has been, for at least 6 months prior to the date on which the proposal is submitted, the registered holder or the beneficial owner of, or has the support in writing of persons who, in the aggregate, and including or not including the person that submits the proposal, have been, for at least 6 months prior to that date, the registered holders or the beneficial owners of, the lesser of the following, determined as of the close of business on the day preceding the day on which the proposal is submitted: (a) 1% of the total number of outstanding investment shares of the cooperative; (

b) investment shares with a total market value of at least $2000.

(4) A proposal submitted by a person described in subsection (3) must be accompanied by the following information: (

a) the name and contact information of the person and of the person’s supporters, if applicable; (

b) the number of investment shares held or owned by the person and by the person’s supporters, if applicable, a copy of the written support, if applicable, and the date the investment shares were acquired.

(5) If requested by the cooperative within 14 days after receipt of the proposal, a person who submits a proposal under subsection (3) shall provide proof within 21 days of the request, that the person meets the requirements of subsection (3).

(6) Unless the bylaws otherwise provide, a proposal submitted for consideration at a meeting must (

a) be attached to or accompan y the notice of the meeting, (

b) if requested by the person submitting the proposal, include material in support of the proposal, and (

c) include the name and contact information of the person submitting the proposal.

(7) A cooperative need not comply with subsection (6) if (

a) in the case of a proposal to be considered at an annual meeting of members, the proposal is not submitted to the cooperative before the end of the financial period

Section 31 AR 55/2002 COOPERATIVES REGULATION 20 preceding the financial period in which the annual meeting is to be held, (

b) in the opinion of the directors, the purpose of the propos al is to enforce a personal claim or redress a personal grievance against the cooperative or its directors, officers, members or security holders, (

c) within 2 years b efore receipt of the proposal, the person submitting the proposal failed to present at a meeting a proposal that, at the person’s request, had accompanied or had been attached by the cooperative to the notice of the meeting, (

d) substantially the same pr oposal accompanied or was attached to a notice of meeting relating to a meeting of the cooperative held within 2 years before the receipt of the proposal, and the proposal was defeated, (

e) the rights conferred by subsections (1) and (2) are in the opinion of the directors being abused to secure publicity, or (

f) the proposal deals with a s ubject-matter that, under the articles and bylaws, is not within the power of the members to deal with.

(8) If, on the date of the meeting the person who made a proposal under subsection (3) is no longer in compliance with subsection (3), based on the number of outstanding investment shares of the cooperative in existence at the time the proposal was submitted, (

a) the cooperative is not bound to consider the proposal, and (

b) the cooperative is not required to include in the notice o f a meeting, or attach to it, any proposal submitted by that person for any meeting held within a period of 2 years following the date of the meeting.

(9) A cooperative shall, not less than 60 nor more than 90 days before the end of each financial period, give notice in accordance with

section 20 of the date for submission of proposals under subsection (3) for consideration at the next annual meeting of members to all members, directors and investment shareholders. AR 55/2002 s30;206/2022 Liability for circulation of proposals 31 No cooperative or person acting on behalf of a cooperative incurs any liability by reason only of circulating a proposal in accordance with

section

Section 32 AR 55/2002 COOPERATIVES REGULATION 21 Refusal to include proposal 32(1) If a cooperative refuses to include a proposal in a notice of a meeting referred to in

section 30, the cooperative shall, within 21 days after the day on which it receives the proposal or, in the case of a proposal referred to in

section 30(3) within 21 days after the corporation receives proof of ownership under

section 30(5), notify in writing the person submitting the proposal of its intention to omit the proposal from the notice and of the reasons for refusal.

(2) On the application of a person who submitted a proposal claiming to be aggrieved by a cooperative’s refusal under subsection (1), the Court may direct the cooperative to submit the proposal for consideration at a meeting or restrain the holding of the meeting at which the proposal is sought to be presented, and may make any further order it thinks fit.

(3) A cooperative or any person claiming to be aggrieved by a proposal may apply to the Court for an order permitting or directing the cooperative to omit the proposal from a notice of meeting, and the Court, if it is satisfied that

section 30(7) applies, may make any order that it thinks fit. Voting rights of members and shareholders 33(1) A cooperative shall prepare a list of its members or, if the bylaws provide for delegates, of the delegates, as of the record date who are entitled to receive notice of and vote at a meeting of members.

(2) A member or delegate named in the list referred to in subsection (1) is entitled to one vote at a meeting of members.

(3) If a record date for voting is fixed by the directors, a cooperative shall prepare, no later than 10 days after the record date, a list of investment shareholders entitled to vote as of the record date at a meeting of investment shareholders, and the list must show the number of investment shares held by each investment shareholder.

(4) If a record date for voting is not fixed by the directors, a cooperative shall prepare, not later than 10 days after the default record date for notice of meeting, a list of investment shareholders entitled to receive notice of a meeting of investment shareholders as of the record date, and the list must show the number of investment shares held by each investment shareholder.

(5) An investment shareholder named in the list referred to in subsection (3) or (4) is entitled to vote the investment shares shown opposite the investment shareholder’s name at the meeting to which the list relates, except to the extent that

Section 34 AR 55/2002 COOPERATIVES REGULATION 22 (

a) the investment shareholder has transferred the ownership of any of those investment shares after the record date or the date on which the list for the purposes of subsection (4) was prepared, as the case may be, and (

b) the transferee of those i nvestment shares demands, not later than 10 days before the meeting, or any shorter period for which the bylaws of the cooperative provide, that the transferee’s name be included in the list before the meeting and produces properly endorsed investment share certificates or otherwise establishes that the transferee owns the investment shares, in which case the transferee may vote the shares at the meeting.

(6) A person who is entitled to vote at a meeting of a cooperative may examine any list that relates to the meeting (

a) during usual business hours at the registered office of th e cooperative or at the place where its records of members and investment shareholders are maintained, and (

b) at the meeting for wh ich the list was prepared. AR 55/2002 s33;206/2022 Quorum - investment shareholders 34(1) This

section applies in respect of the quorum at meetings of investment shareholders unless the bylaws provide different rules.

(2) A quorum is present at a meeting of investment shareholders if persons holding a majority of the voting rights that may be exercised at the meeting are present or represented in a manner provided for by this Regulation or the Act or permitted by the bylaws.

(3) If a quorum is present at the opening of a meeting, the persons who are present and entitled to vote may proceed with the business of the meeting even though a quorum is not present throughout the meeting.

(4) If a quorum is not present at the opening of a meeting, the persons who are present and entitled to vote may adjourn the meeting to a fixed date, time and place but may not transact any other business. AR 55/2002 s34;206/2022 Quorum - members 35(1) This

section applies in respect of the quorum at meetings of members unless the bylaws provide different rules.

Section 36 AR 55/2002 COOPERATIVES REGULATION 23

(2) Subject to subsection (3), at a meeting of members, one-tenth of the members or, if the bylaws so provide, their authorized delegates, constitute a quorum.

(3) If the cooperative has a membership of more than 500, 50 members constitute a quorum if before the commencement of the meeting those members in attendance consent to the quorum reduction by a majority vote.

(4) If within one hour after the time appointed for the meeting of members a quorum is not present, (

a) the meeting, if called by members, shall be dissolved, and (

b) if not so called, the meeting stands adjourned until the same day, time and place in the following week.

(5) If within one hour after the time appointed for the adjourned meeting referred to in subsection (4)(

b) a quorum is not present, the chairperson may call for a resolution to the effect that those present at that time constitute a quorum and be empowered to transact the business to be brought before the meeting.

(6) If the resolution referred to in subsection (5) is passed by a majority vote of members present and recorded in the minutes, the meeting shall then proceed and those members present constitute a quorum.

(7) If a quorum is present at the opening of the meeting, the persons who are present and entitled to vote may proceed with the business of the meeting even though a quorum is not present throughout the meeting. AR 55/2022 s35;206/2022 Members who are not individuals 36 If an entity is entitled to vote at a meeting of a cooperative, the cooperative shall recognize any individual authorized by the entity to represent the entity at meetings of the cooperative and that individual may exercise, on behalf of the entity, all the powers the entity could exercise if it were an individual.

AR 55/2002 s36;206/2022 Joint voting by members and shareholders 37(1) Unless the bylaws provide otherwise, the holders of a jointly held membership collectively have one vote at a meeting of members.

(2) No holder of a jointly held membership may exercise a proportion of a vote unless the bylaws so provide.

Section 38 AR 55/2002 COOPERATIVES REGULATION 24

(3) Unless the articles provide otherwise, if 2 or more persons hold investment shares jointly, one of those holders present at a meeting of investment shareholders or represented in a manner provided for by this Regulation or the Act or permitted in the bylaws may, in the absence of the others, vote the investment shares, but if 2 or more of those persons who are present or so represented vote, they must vote as one on the investment shares jointly held by them. AR 55/2002 s37;206/2022 Voting by show of hands 38(1) Subject to

section 39, voting at meetings of a cooperative must be by show of hands or voice vote unless (

a) a member or investment sh areholder who is entitled to vote at the meeting, or any percentage of such members or investment shareholders as determined by the bylaws, demands a vote by ballot, or (

b) the bylaws provide for another method of voting.

(2) A person, or any percentage of persons as determined by the bylaws, entitled to vote at a meeting may demand a ballot either before or after a vote by show of hands.

(3) Without limiting the generality of subsection (1)(b), the bylaws of a cooperative may authorize voting by mail ballot on any matter. AR 55/2002 s38;85/2021;206/2022 Electronic voting 39(1) Unless the bylaws expressly provide otherwise, a person who is entitled to vote at a meeting of a cooperative and who attends the meeting by electronic means may vote by any electronic, telephonic or other method made available by the cooperative for that purpose.

(2) A vote may be held entirely by an electronic, telephonic or other method only if the method (

a) is made available to each person entitled to vote, (

b) permits the subsequent verification of the votes that are gathered, and (

c) permits the tallied votes to be presented to the cooperati ve without it being possible for the cooperative to identify how each person or group of persons voted. AR 55/2002 s39;85/2021;206/2022

Section 40 AR 55/2002 COOPERATIVES REGULATION 25 Resolution in place of meeting 40(1) Unless the bylaws provide otherwise, a resolution in writing signed by all the persons who are entitled to vote on that resolution at a meeting of the cooperative is as valid as if it had been passed at the meeting, except when a written statement is submitted under

section 67 of the Act or

section 241(5) of the Act.

(2) Unless the bylaws provide otherwise, a resolution in writing dealing with all matters required by this Regulation or the Act to be dealt with at a meeting of a cooperative and signed by all the persons who are entitled to vote at the meeting satisfies all the requirements of this Regulation and the Act relating to meetings, except when a written statement is submitted under

section 67 of the Act or

section 241(5) of the Act.

(3) A copy of every resolution referred to in subsection (1) or (2) must be kept with the minutes of the meeting.

(4) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes or signatures recorded in favour of or against the resolution. AR 55/2002 s40;206/2022 One-person meeting 41(1) For the purposes of this Regulation and the Act, one person can constitute a meeting.

(2) If a cooperative has only one investment shareholder, or only one holder of any class or series of investment shares, the investment shareholder constitutes a meeting of the investment shareholders or a meeting of investment shareholders of that class or series. Miscellaneous Provisions Additional information for incorporation 42 Articles of incorporation submitted under

section 4 of the Act must be accompanied by the following information: (

a) the fiscal year end of the cooperative; (

b) the type of business of the cooperative. AR 55/2002 s42;134/2013;206/2022 42.1 to 42.4 Repealed AR 206/2022 s13.

Section 43 AR 55/2002 COOPERATIVES REGULATION 26 New generation cooperative articles 43(1) In addition to any other requirements of the Act and this Regulation, the articles of incorporation of a new generation cooperative must contain (

a) a statement of the objects or purposes the cooperative is intended to fulfill, and (

b) a statement that the business of the cooperative is restricted to one or more of the endeavours or businesses set out in

section 422(c)(iii) of the Act.

(2) No new generation cooperative shall carry on business in a manner that is contrary to an object or purpose that is stated in the articles of incorporation. 44 Repealed AR 206/2022 s13. Contents of bylaws 45 The bylaws of a cooperative must contain the following particulars: (

a) the qualifications of me mbers and the procedure to become a member; (

b) the rights of joint members, if any; (

c) the rights and obligations of members, including any rights or obligations to use the services of the cooperative, and any fees to be paid by members; (

d) if the cooperative has aux iliary members, any fees to be paid by auxiliary members and the rights and obligations of auxiliary members and the conditions for their acceptance by the cooperative as auxiliary members, including (

i) the relationship an individual must have with the cooperative in order to be an auxiliary member, and (ii) the services of the cooper ative that may be available to auxiliary members; (

e) whether a member interest as defined in

section 48(1) of the Act may be transferred or assigned, and any conditions or restrictions that apply to a transfer or assignment; (

f) the selection, qualificati ons, terms of office and removal of directors and members of committees of directors;

Section 46 AR 55/2002 COOPERATIVES REGULATION 27 (

g) the distribution of any surplus funds of the cooperative; (

h) if the cooperative is to act as an agent for its members, a definition of that relationship; (

i) the terms and conditions o n which membership may be terminated, whether by withdrawal or by involuntary termination, and the determination of the value and disposition of the member’s interest in the cooperative on termination; (

j) if the cooperative wishes to permit members or investment shareholders to attend a meeting of the cooperative by means of a communication facility, the ways in which votes must be held, subject to the provisions of the Act and this Regulation respecting electronic communication. AR 55/2002 s45;206/2022 Disclosure of financial assistance 46(1) A disclosure under

section 140(3) of the Act must include the following information: (

a) the identity of the recipient of the financial assistance and the recipient’s relationship to the cooperative; (

b) a description of the finan cial assistance given, which must include (

i) the nature and extent of the financial assistance, (ii) the amount of the financial assistance, (iii) the terms on which the financial assistance was given, and (iv) the purpose of the financial assistance.

(2) A cooperative shall make the disclosure required by

section 140(3) of the Act by sending the information to be disclosed to the members and investment shareholders within 90 days after giving the financial assistance.

(3) A cooperative shall disclose to the members and investment shareholders any increase in the amount of the financial assistance and any changes to the terms on which the financial assistance was given within 90 days of the increase or change.

(4) Where a disclosure required by

section 140(3) of the Act has previously been made and the obligation of the recipient or the cooperative in respect of the financial assistance is still

Section 47 AR 55/2002 COOPERATIVES REGULATION 28 outstanding, the cooperative shall place before the members and investment shareholders at each annual meeting a document disclosing (

a) the outstanding balance, a s of the end of the most recent fiscal year of the cooperative, (

i) on any loan made to the r ecipient by the cooperative, and (ii) on any loan of the r ecipient guaranteed by the cooperative, a n d (

b) the nature and extent of an y breach by the recipient of the recipient’s obligation to repay the loan made by the cooperative or whether any liability under a guarantee has been invoked in respect of a loan of the recipient by the cooperative. Securities records 47 A cooperative shall keep information relating to a security holder that is entered in the securities register under

section 167(1) of the Act for a period of at least 7 years after the security holder ceases to be a security holder. Prescribed financial statements 48(1) The financial statements referred to in

section 228(1)(

a) of the Act must (

a) include at least (

i) a balance sheet, (ii) a statement of retained earnings, (iii) an income statement, and (iv) a statement of changes in financial position, (

b) present fairly the financial position of the cooperative, (

c) be prepared in accordan ce with generally accepted accounting principles, and (

d) be prepared on a basis consistent with that used for the preceding financial year, if any, unless a note attached to them indicates otherwise.

Section 49 AR 55/2002 COOPERATIVES REGULATION 29

(2) For the purposes of this section, “generally accepted accounting principles” means the generally accepted accounting principles as set out in the CPA Canada Handbook — Accounting by the Chartered Professional Accountants of Canada, as amended from time to time. AR 55/2002 s48;152/2015 Fees 49(1) The fees that are payable under the Act are as set out in

Schedule 1.

(2) A fee must be paid at the time and in the manner required by the Registrar. AR 55/2002 s49;206/2022 Forms 50(1) Repealed AR 134/2013 s3.

(2) The prescribed forms for proxies, management proxy circulars and dissidents’ proxy circulars for the purposes of

Part 6 of the Act are the forms of those documents prescribed for the purposes of the Securities Act pursuant to rules or regulations under that Act. AR 55/2002 s50;134/2013

Part 2 Special Rules Respecting Extra-provincial Matters Division 1

Interpretation and Designations

Definitions 51 In this Part, (a) “agreement” means an agree ment under

section 382.2 of the Act; (b) “designated extra-provi ncial cooperative” means an extra-provincial cooperative designated under

section 52(2); (c) “designated extra-provi ncial director” means an extra-provincial director designated under

section 52(1); (c.1) “home director” means th e designated extra-provincial director of the home jurisdiction of a designated extra-provincial cooperative;

Section 52 AR 55/2002 COOPERATIVES REGULATION 30 (d) “home jurisdiction”, in respect of a designated extra-provincial cooperative, means the jurisdiction (

i) in which the designated extra-provincial cooperative is incorporated, (ii) into which the designated extra-provincial cooperative is continued, or (iii) in which the designated extra-provincial cooperative is amalgamated; (e) “registered cooperative” means a cooperative that is registered in the jurisdiction of a designated extra-provincial director. AR 107/2009 s3;134/2013 Designations 52(1) The following are designated as extra-provincial directors to which this Part applies: (

a) the registrar as defined in the Cooperative Association Act, SBC 1999, c28; (

b) the registrar as defined in The Co-operatives Act, 1996, SS 1996, c C-37.3; (

c) the registrar as defined in The New Generation Co-operatives Act, SS 1999, c N-4.001; (

d) the Registrar as defined in The Cooperatives Act, CCSM c C223.

(2) The following are designated as extra-provincial cooperatives to which this Part applies: (

a) associations as defined in the Cooperative Association Act, SBC 1999, c28; (

b) co-operatives as defined in The Co-operatives Act, 1996, SS 1996, c C-37.3; (

c) co-operatives as defined in The New Generation Co-operatives Act, SS 1999, c N-4.001; (

d) cooperatives as defined in The Cooperatives Act, CCSM c C233. AR 107/2009 s3;134/2013;208/2019

Section 53 AR 55/2002 COOPERATIVES REGULATION 31 Division 2 Alberta Cooperatives Registration in jurisdiction of designated extra-provincial director 53(1) A cooperative may request the Registrar to act under this Division in respect of the cooperative’s application for registration in the jurisdiction of a designated extra-provincial director.

(2) A request under subsection (1) must be accompanied with the information, documents and fees required under the legislation of the jurisdiction of the designated extra-provincial director. AR 107/2009 s3;206/2022 Maintaining registration 54(1) A registered cooperative may request the Registrar to act under this Division in respect of extra-provincial matters in the jurisdiction of a designated extra-provincial director in which the registered cooperative is registered.

(2) A request under subsection (1) must be accompanied with the information, documents and fees required under the legislation of the jurisdiction of the designated extra-provincial director. AR 107/2009 s3;206/2022 Requests, information and documents 55(1) A request, information and documents submitted by a cooperative under

section 53 or a registered cooperative under

section 54 must (

a) be in the form, including an electronic format, establishe d by the Registrar, and (

b) if the Registrar has not established a form under clause (a), be (

i) printed or typewritten on good quality white paper 21.5 cm by 28 cm, (ii) legible, and (iii) suitable for digital imaging, microfilming and photocopying.

(2) If the Registrar considers that a request, information or a document submitted under this Division contains extraneous information, the Registrar may reject the request, information or document.

Section 56 AR 55/2002 COOPERATIVES REGULATION 32

(3) On receipt of a request under

section 53(1) or 54(1), the Registrar shall, forthwith, compile any information and documents from the Registrar’s records that the applicable agreement requires the Registrar to provide to the designated extra-provincial director.

(4) The Registrar shall, in accordance with the applicable agreement, transmit to the designated extra-provincial director (

a) the information, documen ts and fees submitted to the Registrar under this Division, and (

b) the information and documents compiled under subsection (3). AR 107/2009 s3;134/2013;206/2022 Provision of other information to designated extra-provincial director 56(1) Where a registered cooperative submits information or a document to the Registrar under the Act, the Registrar shall, if required by the applicable agreement, (

a) transmit the information or document to the designated extra-provincial director, and (

b) take any other action respecting the information or document that is specified in the applicable agreement.

(2) Where the Registrar takes action with respect to a registered cooperative under the Act, the Registrar shall, if required by the applicable agreement, (

a) transmit to the designate d extra-provincial director information respecting the action taken, and (

b) take any other action respecting the information that is specified in the applicable agreement.

(3) The Registrar may act under subsection (1) or (2) whether or not the registered cooperative has made a request under

section 54(1). AR 107/2009 s3;206/2022

Section 57 AR 55/2002 COOPERATIVES REGULATION 33 Division 3 Designated Extra-provincial Cooperatives Registrations and filings of designated extra-provincial cooperatives 57 A designated extra-provincial cooperative may not apply for registration or submit information or documents for filing under

Part 17 of the Act except in accordance with this Division. AR 107/2009 s3 Registration 58(1) A designated extra-provincial cooperative may apply to the Registrar to be registered under

Part 17 of the Act.

(2) An application referred to in subsection (1) must (

a) be submitted to the home director, and (

b) be accompanied with the following information and documents: (

i) if the name of the designated extra-provincial cooperative contravenes

section 371 of the Act, the assumed name of the designated extra-provincial cooperative; (ii) an original Alberta S earch Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the submission of the report; (iii) repealed AR 134/2013 s7; (iv) the address of the head office of the designated extra-provincial cooperative; (

v) the appointment of the d esignated extra-provincial cooperative’s agent for service and, if applicable, alternative agent for service, including the agent’s and alternative agent’s name, firm name, physical address and, if different from the physical address, mailing address; (vi) the name of the designated extra-provincial cooperative; (vii) the home jurisdiction of the designated extra-provincial cooperative;

Section 59 AR 55/2002 COOPERATIVES REGULATION 34 (viii) the type of the designated extra-provincial cooperative; (ix) any other information required by the Registrar.

(2.1) The physical address and, if different from the physical address, the mailing address referred to in subsection (2)(b)(

v) must be located in Alberta.

(3) Subject to

section 371 of the Act, if the Registrar is satisfied that all of the information and documents necessary for a designated extra-provincial cooperative to register under

Part 17 of the Act have been received in the form specified in the applicable agreement, the Registrar shall (

a) file the information and documents, and (

b) register the designated ex tra-provincial cooperative and issue a certificate of registration for the designated extra-provincial cooperative. AR 107/2009 s3;134/2013;206/2022 Head office 59(1) If a designated extra-provincial cooperative has a registered office in its home jurisdiction, the designated extra-provincial cooperative may specify the address of its registered office as the address of its head office.

(2) If a registered designated extra-provincial cooperative that has specified the address of its registered office as the address of its head office ceases to have a registered office in its home jurisdiction, the address of the former registered office continues to be the address of the head office in the records of the Registrar until the head office is changed in accordance with

section 63. AR 107/2009 s3;206/2022 Agent for service 60(1) A designated extra-provincial cooperative may appoint an individual as its alternative agent.

(2) A designated extra-provincial cooperative shall ensure that the address of its agent is an office that is (

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

b) readily identifiable from the physical address. AR 107/2009 s3;206/2022

Section 61 AR 55/2002 COOPERATIVES REGULATION 35 Changes in name 61(1) If a registered designated extra-provincial cooperative changes its name, it shall, within one month after the effective date of the change, give notice to the Registrar that it has changed its name.

(2) A notice referred to in subsection (1) must (

a) be submitted to the home director, (

b) identify the name of the designated extra-provincial cooperative, (

c) identify the new name of the designated extra-provincial cooperative, (

d) if the new name contravenes

section 371 of the Act, include the new assumed name of the designated extra-provincial cooperative, (

e) be accompanied with an orig inal Alberta Search Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the submission of the report, and (

f) include any other information required by the Registrar.

(3) Subject to

section 371 of the Act, if the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial cooperative to change its name have been received in the form specified in the applicable agreement, the Registrar shall issue a certificate of amendment of registration and change the Registrar’s records accordingly. AR 107/2009 s3;134/2013;206/2022 Cancellation of assumed name 62(1) A registered designated extra-provincial cooperative that has assumed a name pursuant to

section 372(1) of the Act may apply to the Registrar to cancel its assumed name and carry on business in Alberta under the name in which it was registered.

(2) An application referred to in subsection (1) must (

a) be submitted to the home director, (

b) identify (

i) the name of the registered designated extra-provincial cooperative,

Section 63 AR 55/2002 COOPERATIVES REGULATION 36 (ii) the cancelled assumed name of the registered designated extra-provincial cooperative, and (iii) any other information required by the Registrar, a n d (

c) be accompanied with an orig inal Alberta Search Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the submission of the report.

(3) Subject to

section 371 of the Act, if the Registrar is satisfied that all of the information and documents necessary for a designated extra-provincial cooperative to cancel its assumed name have been received in the form specified in the applicable agreement, the Registrar may issue a certificate of cancellation of assumed name.

(4) If the Registrar approves the application referred to in subsection (1), the registered designated extra-provincial cooperative may carry on business in Alberta under the name in which it was registered. AR 107/2009 s3;134/2013;206/2022 Changes in head office 63(1) If a registered designated extra-provincial cooperative changes its head office, it shall, within one month after the effective date of the change, give notice of the change in head office to the Registrar.

(2) The notice referred to in subsection (1) must (

a) be submitted to the home director, and (

b) include (

i) the address of the new head office, and (ii) any other information required by the Registrar.

(3) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial cooperative to change its head office have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 107/2009 s3;134/2013;206/2022

Section 64 AR 55/2002 COOPERATIVES REGULATION 37 Changes in agent for service 64(1) If an agent of a registered designated extra-provincial cooperative dies or resigns or the agent’s appointment is revoked, the registered designated extra-provincial cooperative shall forthwith give the Registrar notice of an appointment of an individual as its agent for service.

(2) A registered designated extra-provincial cooperative shall give the Registrar a notice of any change in the name, firm name or address of its agent or alternative agent.

(3) An agent for a registered designated extra-provincial cooperative who intends to resign shall (

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

b) give the Registrar a copy of the notice.

(4) A notice under subsection (1), (2) or (3) must (

a) be submitted to the home director, and (

b) include (

i) the agent’s and any alternative agent’s name, firm name, physical address and, if different from the physical address, mailing address, and (ii) any other information required by the Registrar.

(4.1) The physical address and, if different from the physical address, the mailing address referred to in subsection (4)(b)(

i) must be located in Alberta.

(5) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial cooperative to change its agent for service have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents.

AR 107/2009 s3;134/2013;206/2022 Instrument of amalgamation 65(1) If a registered designated extra-provincial cooperative amalgamates with one or more designated extra-provincial cooperatives or other extra-provincial cooperatives, the registered designated extra-provincial cooperative shall, within one month after the effective date of the amalgamation, give notice to the Registrar of the amalgamation.

Section 65 AR 55/2002 COOPERATIVES REGULATION 38

(2) A notice referred to in subsection (1) must (

a) be submitted to the home director, and (

b) be accompanied with the following information and documents: (

i) the names of the designated extra-provincial cooperatives or other extra-provincial cooperatives that are amalgamating with the registered designated extra-provincial cooperative; (ii) the name of the amalgamated designated extra-provincial cooperative; (iii) if the name of the amalgamated designated extra-provincial cooperative contravenes

section 371 of the Act, the assumed name of the amalgamated designated extra-provincial cooperative; (iv) an original Alberta S earch Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the submission of the report; (

v) the type of amalgamated designated extra-provincial cooperative; (vi) the address of the head office of the amalgamated designated extra-provincial cooperative; (vii) the home jurisdiction of the amalgamated designated extra-provincial cooperative; (viii) the effective date of the amalgamation in the amalgamated designated extra-provincial cooperative’s home jurisdiction; (ix) the appointment of t he amalgamated designated extra-provincial cooperative’s agent for service and, if applicable, alternative agent for service, including the agent’s and alternative agent’s name, firm name, physical address and, if different from the physical address, mailing address; (

x) any other information required by the Registrar.

(2.1) The physical address and, if different from the physical address, the mailing address referred to in subsection (2)(b)(ix) must be located in Alberta.

Section 65.1 AR 55/2002 COOPERATIVES REGULATION 39

(3) Subject to

section 371 of the Act, if the Registrar is satisfied that all of the information and documents necessary to register the amalgamated designated extra-provincial cooperative have been received in the form specified in the applicable agreement, the Registrar shall (

a) file the information and documents, and (

b) issue a new certificate of r egistration of the amalgamated designated extra-provincial cooperative. AR 107/2009 s3;134/2013;206/2022 Change of home jurisdiction by designated extra-provincial cooperative 65.1(1) If a registered designated extra-provincial cooperative changes its home jurisdiction and is continued into the jurisdiction of a new designated extra-provincial director, it shall, within one month after the effective date of the change, give notice of the change to the Registrar.

(2) The notice referred to in subsection (1) must (

a) be submitted to the new home director of the cooperative, (

b) identify the new home jurisdiction, (

c) indicate any name change related to the continuation of the cooperative in accordance with

section 61(2), and (

d) provide the information required by

section 63 regarding any change of head office related to the continuation of the cooperative.

(3) If the Registrar is satisfied that all of the information and documents necessary for a registered designated extra-provincial cooperative to file its change of home jurisdiction into the jurisdiction of a designated extra-provincial director have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents.

AR 134/2013 s13;206/2022 Change of home jurisdiction by registered extra-provincial cooperative 65.2(1) If a registered extra-provincial cooperative is continued into the jurisdiction of a designated extra-provincial director, it shall, within one month after the effective date of the change, give notice of the change to the Registrar.

(2) The notice referred to in subsection (1) must

Section 66 AR 55/2002 COOPERATIVES REGULATION 40 (

a) be submitted to the new home director of the designated extra-provincial cooperative, (

b) identify the new home jurisdiction, (

c) indicate any name change related to the continuation of the cooperative in accordance with

section 61(2), and (

d) provide the information required by

section 63 regarding any change of head office related to the continuation of the cooperative.

(3) If the Registrar is satisfied that all of the information and documents necessary for a registered extra-provincial cooperative to file its change of jurisdiction into the jurisdiction of a designated extra-provincial director have been received in the form specified in the applicable agreement, the Registrar shall file the information and documents. AR 134/2013 s13;206/2022 Application to cancel registration 66(1) A registered designated extra-provincial cooperative that ceases to carry on business in Alberta may apply to cancel its registration.

(2) An application referred to in subsection (1) must (

a) be submitted to the home director, and (

b) contain a statement that the registered designated extra-provincial cooperative has ceased to carry on business in Alberta. AR 107/2009 s3;134/2013 Cancellation of registration without notice 67(1) The Registrar may, without notice, cancel the registration of a designated extra-provincial cooperative if the designated extra-provincial cooperative (

a) has applied to cancel its registration, (

b) repealed AR 134/2013 s14, (

c) is dissolved, (c.1) has otherwise ceased to be a designated extra-provincial cooperative, or (

d) does not comply with a direction of the Registrar under

section 371(2) of the Act.

Section 68 AR 55/2002 COOPERATIVES REGULATION 41

(2) The reinstatement or revival of a designated extra-provincial cooperative in its home jurisdiction does not affect the cancellation of the designated extra-provincial cooperative’s registration. AR 107/2009 s3;134/2013;206/2022 Cancellation of registration with notice 68(1) The Registrar may cancel the registration of a designated extra-provincial cooperative if the designated extra-provincial cooperative (

a) does not have an agent for service, (

b) does not carry out an undertaking given in accordance with this Regulation, or (

c) has otherwise contravened

Part 17 of the Act or this Regulation.

(2) The Registrar may not cancel the registration of a designated extra-provincial cooperative under subsection (1) until (

a) the Registrar has given at least 120 days’ notice of the proposed cancellation with the Registrar’s reasons for it (

i) to the designated extra-provincial cooperative by mail addressed to its head office, and (ii) to its agent for service by mail addressed to the agent, (

b) the Registrar has published a notice of the proposed cancellation in a publication generally available to the public, and (

c) either no appeal is commen ced under

section 335 of the Act or, if an appeal has been commenced, it has been discontinued or the Registrar’s decision is confirmed on the appeal.

(3) A notice of a proposed cancellation sent by ordinary mail to a registered designated extra-provincial cooperative or to its agent in accordance with subsection (2) is deemed to have been received at the time it would be delivered in the ordinary course of mail despite the fact that it is returned as undeliverable. AR 107/2009 s3;206/2022 69 Repealed AR 134/2013 s15.

Section 70 AR 55/2002 COOPERATIVES REGULATION 42 Liability for obligations 70 The cancellation of the registration of a designated extra-provincial cooperative under

section 67 or 68 or of an extra-provincial cooperative under this Act does not affect the liability of the designated extra-provincial cooperative or of the extra-provincial cooperative for its obligations. AR 107/2009 s3;134/2013 Collection of information 71(1) The Registrar may collect from a home director any information or documents specified in the applicable agreement that are submitted to or held by the home director, including, without limitation, information and documents respecting the following: (

a) the application for registration of a designated extra-provincial cooperative; (

b) a change in the name of a registered designated extra-provincial cooperative; (

c) the application of a registe red designated extra-provincial cooperative to cancel its assumed name; (

d) a change in the head office of a registered designated extra-provincial cooperative; (

e) a change in the agent for service of a registered designat ed extra-provincial cooperative; (

f) a notice of an amalgamation given by a registered designated extra-provincial cooperative; (

g) the application of a registe red designated extra-provincial cooperative to cancel its registration; (

h) the dissolution of a registered designated extra-provincia l cooperative; (

i) a registered designated ex tra-provincial cooperative’s continuance out of its home jurisdiction; (

j) a correction of information or documents relating to a registered designated extra-provincial cooperative.

(2) Information and documents referred to in subsection (1) may be collected electronically or by mail or fax.

(3) The Registrar may file any information or documents collected under subsection (1). AR 55/2002 s71;134/2013;206/2022

Section 72 AR 55/2002 COOPERATIVES REGULATION 43 Complete information required 72 The Registrar may decline to file any information or document or to issue any document in respect of any matter relating to a designated extra-provincial cooperative, including, without limitation, the registration of the designated extra-provincial cooperative, until the Registrar has received from the home director, in the form specified in the applicable agreement, the information and documents relating to the matter (

a) required to be submitted to the home director by the designated extra-provincial cooperative, and (

b) that the Registrar requires that are held by the home director. AR 107/2009 s3;134/2013;206/2022 Form of information 73 An application, request, notice, information or document required to be submitted to a home director under this Regulation must be in the form or electronic format established by the home director. AR 107/2009 s3;134/2013 Certificates 74 The Registrar shall send any certificate issued in respect of a designated extra-provincial cooperative under this Division to (

a) the agent for service of the designated extra-provincial cooperative, or (

b) where there is no agent for service, the head office of th e designated extra-provincial cooperative. AR 107/2009 s3;206/2022 Certificate as evidence 75 A certificate of registration issued under

section 58(3)(

b) to a designated extra-provincial cooperative or under

section 65(3)(

b) to an amalgamated designated extra-provincial cooperative is conclusive proof for the purposes of the Act and for all other purposes that the provisions of the Act and this Regulation in respect of registration of the designated extra-provincial cooperative or amalgamated designated extra-provincial cooperative and all requirements precedent and incidental to registration have been complied with, and that the designated extra-provincial cooperative or amalgamated designated extra-provincial cooperative has been registered under

Part 17 of the Act as of the date shown in the certificate of registration. AR 107/2009 s3

Section 76 AR 55/2002 COOPERATIVES REGULATION 44 Fee exemption 76 A designated extra-provincial cooperative is exempt from the requirement to pay a fee in respect of its application for registration or the filing of information and documents related to its registration under

Part 17 of the Act. AR 107/2009 s3 Application of provisions of Act 77 Sections 369, 372(4), 373 to 375, 377(1) to (6) and 378 to 381 of the Act do not apply in respect of a designated extra-provincial cooperative. AR 107/2009 s3

Part 3 Expiry Expiry 78 For the purpose of ensuring that this Regulation is reviewed for ongoing relevancy and necessity, with the option that it may be repassed in its present or an amended form following a review, this Regulation expires on March 31, 2028. AR 107/2009 s3;329/2009;208/2019;206/2022;33/2025

Schedule 1 Fees 1 Subject to

section 76, the fees payable under the Act are the following: (

a) for Certificate of Incorporation $103 (

b) for Certificate of Amendment 25.75 (

c) for Certificate of Amalgamation 103 (

d) for Certificate of Reinstatement 103 (

e) for Certificat e of Revival 103 (

f) for Certificate of Dissolution Nil (

g) for Certificate of Intent to Dissolve Nil (

h) for Certificate of Revocation of Intent to Dissolve Nil (

i) for Certificate of Registration of an Extra-provincial Cooperative 103

Schedule 1 AR 55/2002 COOPERATIVES REGULATION 45 (

j) for Certificate of Amend ment of Registration of an Extra-provincial Cooperative 25.75 (

k) for Certificate of Continuance under

section 260 of the Act 103 (

l) for Certificate of Status 5.15 (

m) to accompany annual ret urn sent to Registrar Nil (

n) for any certificate or certification for which a fee is not provided 25.75 (

o) for search - for each cooperative (microfiche only) 5.15 (

p) for certificati on, per file 5.15 (

q) for appointment of a receiver Nil (

r) for printed search, per cooperative 1.03 AR 55/2002 Sched.1;107/2009;206/2022;78/2025

Schedule 2 Repealed AR 134/2013 s19. AR 55/2002 Sched.2;35/2007;107/2009;134/2013

Printed on Recycled Paper *9780779852758*

Document details

Collection	Alberta — Regulations
Citation	Alta. Reg. 55/2002
Type	regulation
Volume / chapter	2002 055
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	9eb6ea2efb5678eea227b669e07886a403147c8a

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