Act BEFORE repealed by 1999-28-219, effective January 31, 2001 (BC Reg 347/2000).
Cooperative Association Act
[RSBC 1996] CHAPTER 71
Definitions and interpretation
"association" means an association incorporated or continued under this Act, and includes an association to which section 74 or 75 applies;
"call" includes an installment and any other sum paid or payable or agreed to be paid for a share;
"cooperative basis"
(a) with respect to an association carrying on business other than or in addition to the business of acting as a designated agency of one or more marketing boards, and with respect to that other or additional business, means on a basis of being organized, operated and administered substantially on the following principles and methods:
(i) each member or delegate to have one vote, except as permitted by this Act;
(ii) no voting by proxy, except as permitted by this Act;
(iii) race, creed or political beliefs no bar to membership;
(iv) services primarily for members;
(v) dividends on share capital limited;
(vi) services provided to, and goods sold, handled or dealt in for, members or members and patrons as nearly as possible at cost, after providing reasonable reserves and payment of limited dividends, except that if savings or surplus after providing for reserves and dividends are, unless used to maintain or improve services or donated for community welfare or the propagation of cooperative principles, substantially paid or credited to members or members and patrons on a patronage basis, the enterprise is deemed to be operating at cost, and
(b) with respect to an association having or having had as one of its businesses the business of acting as a designated agency of one or more marketing boards, and with respect to that business, means and has meant on a basis the association considers expedient to exercise and carry out the powers, duties, obligations and restrictions vested in and placed on it by a marketing board;
"cooperative marketing contract" in sections 24 and 79 (1) means a contract entered into by a person with an association to deliver to or sell through the association any thing caught, grown, made or produced by the person, or on the person's behalf, or in which the person has an interest, that person being one of a number of persons with whom the association has entered into contracts of a similar nature;
"director" includes any person occupying the position by whatever name called;
"extraordinary resolution" means a resolution passed by a majority of not less than 3/4 of those members entitled to vote that are present in person or by proxy, if proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been given;
"marketing board" means a marketing board appointed or established under the Natural Products Marketing (BC) Act or under any other Act of the Legislature or of any province or of Canada for the regulation of one or more natural products;
"member" means a member of an association;
"memorandum" means the memorandum of association of an association with all amendments, and includes the application for registration, certificate of incorporation, or declaration of an association to which section 74 applies;
"officer" includes a treasurer, secretary, director or manager;
"producer" in sections 24 and 79 (1) means a person who has entered into a cooperative marketing contract with an association;
"registrar" means the Registrar of Companies or other authorized person performing his or her duties, or another person designated by the Lieutenant Governor in Council to act as Registrar of Cooperatives;
"rules" means the rules, regulations or bylaws of an association that are in force;
"special rights or restrictions" means special rights or restrictions as defined in the Company Act;
"superintendent" means the Superintendent of Cooperatives appointed under section 50.
(2) A reference, in a provision of the Company Act that applies for a purpose under this Act,
(a) to a special resolution under that Act must be read as a reference to an extraordinary resolution under this Act, or
(b) to a reporting company under that Act must be read as a reference to an association designated as a reporting association under section 41 (3) of this Act.
Part 1 — Establishment and Operation
Formation of association
2 (1) Any 5 or more persons may, subject to this Act and to the approval of the superintendent, form an association under this Act to carry on any lawful industry, trade or business on a cooperative basis.
(2) If an association is being formed for the purposes of a club, the superintendent may require evidence to his or her satisfaction that the club
(a) has been carried on for at least one year immediately preceding the application for incorporation, and
(b) has been conducted in a proper manner.
(3) An association referred to in subsection (2) may not be formed unless the evidence referred to in that subsection is furnished.
(4) The members of any unincorporated association having as members at least 25 associations incorporated under this Act, and that has as its principal purpose the promotion of cooperative principles and education, may, subject to this Act and to the approval of the superintendent, form an association under this Act.
Use of certain words
3 (1) An association formed under this Act must include in its name the word "cooperative".
(2) An association formed under this Act may include one of the following words in its name:
(e) a similar word approved by the superintendent.
(3) An association formed under this Act must not include in its name either the word "company" or the word "limited".
(4) A person, firm or corporation must not carry on business under any name that includes the word "cooperative", or any abbreviation, or adopt any new name including that word, except
(a) an association to which this Act applies,
(b) a corporation incorporated under another Act that, in the opinion of the superintendent, is substantially organized, operated and administered on a cooperative basis, and then only with the superintendent's written approval and until the approval is withdrawn or cancelled, or
(c) an insurance company or credit society incorporated under the authority of the Parliament of Canada.
(5) An association that changes its name must comply with this section.
Capital
4 (1) The capital of an association consists of an unlimited number of shares divided into shares of the denominations set by the memorandum.
(2) An association may, in its memorandum or rules, provide for more than one class of shares and, if it does so, it must set out in the memorandum or rules the special rights or restrictions attaching to the shares of each class.
(3) A share in an association is personal estate.
(4) The liability of a member for the debts, obligations and acts of the association is limited to the amount unpaid on the shares held by the member.
Memorandum and rules
5 (1) The persons wishing to form an association must make and subscribe, in triplicate, a memorandum according to the form in Schedule A and rules adopted by the subscribers, and must send them with proper fees to the superintendent.
(a) show opposite the name of every subscriber the number of shares and, if there are shares of different classes, the number of shares of each class taken by the subscriber, and
(b) contain every restriction on the business to be carried on by the association or on the powers of the association.
(3) Subject to subsection (4), the rules adopted by an association may be in the form of Schedule B, or a modified form or another form altogether.
(4) The rules adopted by an association must provide for each of the matters enumerated in Schedule C.
List of directors
6 When filing the memorandum and rules at the same time, the following must be filed with the superintendent:
(a) a list of the persons named as the first directors of the association under section 31, stating their full names, addresses and occupations and the period for which they will act;
(b) a notice setting out the address of the registered office of the association as required by section 36;
(c) a statement signed by the incorporators clearly outlining
(i) the services that it is intended the association will perform for its members,
(ii) the manner in which it is proposed that the association will render the services,
(iii) the connection that it is expected the association will have with any other organization or corporation, or that it is proposed to establish on starting business,
Superintendent's approval
7 The superintendent must examine the documents filed and make the investigation he or she thinks proper and if the superintendent is satisfied that the proposed association is organized on a genuine cooperative basis, the superintendent must certify his or her approval of its incorporation to the registrar and forward to the registrar the original and a duplicate of the memorandum and rules, together with certification and notice of the first directors with their addresses.
Registration documents
(a) the certificate of the superintendent under section 7,
(d) notice of the first directors with their addresses,
the registrar must, if satisfied that this Act has been complied with, register the memorandum and rules and enter the name of the association in the registrar's records.
(2) After registering the memorandum and rules under subsection (1), the registrar must
(a) issue a certificate of incorporation showing that the association is incorporated under this Act, and
(b) publish in the Gazette notice of the incorporation of the association together with a statement of the purpose of the association.
(3) One copy of the memorandum and rules must be retained and registered by the registrar and the other copy must be returned to the applicants, certified as having been filed with the registrar.
Conclusiveness of certificate
9 A certificate of incorporation given by the registrar for an association is conclusive evidence that
(a) the requirements of this Act for incorporation have been complied with, and
(b) the association is incorporated in accordance with this Act.
Incorporation from date of certificate
10 From the date of the certificate of incorporation, the subscribers to the memorandum, and other persons that may become members of the association, are a corporation by the name described, subject to this Act.
Seal
11 An association may change its seal, but must in all cases have its name engraved in legible characters on its seal.
Power and capacity
12 (1) Subject to subsection (2), an association has the power and capacity of a natural person of full capacity.
(2) An association does not have the capacity to carry on
(a) the business of operating a railway as a common carrier, except as authorized by the Lieutenant Governor in Council,
(c) any business that constitutes trust business, deposit business or insurance business under the Financial Institutions Act, or
(d) prescribed financial services.
(3) An association must not carry on a business described in subsection (2) (a) to (c) or any of the services that are prescribed for the purpose of subsection (2) (d).
(4) An association must not carry on a business that it is restricted from carrying on by its memorandum.
(5) An association must not exercise a power that it is restricted from exercising by its memorandum, or exercise any of its powers in a manner inconsistent with the restrictions in its memorandum.
(6) An act of an association, including any transfer of property to or by an association, is not invalid merely because the act or transfer is contrary to the association's memorandum or rules or to this Act.
(7) In proceedings by or against an association, a person is not affected by or deemed to have notice or knowledge of the contents of a document or record concerning the association merely because the document or record has been filed with the registrar or is available for inspection at an office of the association.
Extraordinary resolution required
13 (1) Unless the rules otherwise provide, an association must not, unless authorized to do so by an extraordinary resolution, secure the repayment of money borrowed by the association by means of a charge on the whole or substantially the whole of the undertaking of the association.
(2) An association must not, unless authorized to do so by an extraordinary resolution, dispose of the whole or substantially the whole of the undertaking of the association.
Powers of associations incorporated before June 30, 1988
14 (1) If the words "the objects for which the association is formed are" or words of similar effect are contained in the memorandum of an association incorporated before June 30, 1988, those words are deemed to be struck out and the words "the business that the association is permitted to carry on is restricted to the following:" are deemed to be substituted for them.
(2) If the business that an association is permitted to carry on is restricted under subsection (1), the association may, however, carry on and undertake any business that may be conveniently carried on in connection with the business to which the association is restricted.
Redemption and reissue of shares
15 (1) An association may, subject to its memorandum or its rules,
(a) redeem and reissue its own shares, and
(b) on the security of property, advance money to or guarantee the contracts of its members.
(2) An association must not exercise its powers to redeem shares or to prepay loans made to the association by its members
(b) if the result of doing that would be to render it insolvent.
(3) The Supreme Court may, on the application of a director of an association, declare that, in view of all the circumstances, the association is insolvent or that the proposed redemption or prepayment would render the association insolvent.
Distribution of surpluses
16 (1) The surpluses from the business of an association must be apportioned as follows:
(a) by setting aside sums its rules provide, being at least 10% of the net surplus of each year, as a reserve until the reserve account is equal to the following percentages of the share capital paid up at the date of apportionment:
(i) if the paid up share capital is $25 000 or less, 30%;
(ii) if the paid up share capital exceeds $25 000 but does not exceed $50 000, 20%;
(iii) if the paid up share capital exceeds $50 000 but does not exceed $100 000, 10%;
(iv) if the paid up share capital exceeds $100 000, the percentage, if any, the rules require;
(b) by payment of dividends that its rules provide, at rates not exceeding the greater of
(ii) higher limits that the association may set out in its rules
on the share capital paid up at the date of apportionment;
(c) by distributing among its patrons as the association, subject to its rules, determines, whether members or not, and whether vendors to or purchasers from the association, any portion of its remaining surpluses.
(2) The reserve referred to in subsection (1) (a) must be available for meeting contingencies, and until applied for that purpose may be used in the business of the association or may be invested.
(3) Surpluses not apportioned may be used for the purposes of the association or donated for charitable or educational purposes.
Amendment of memorandum and rules
17 (1) Subject to sections 18 (1), 19, 63 (3) and 86 (4), an association may, by extraordinary resolution, amend its memorandum or rules, as the case may be, to
(a) change its name to a name approved by the registrar,
(b) add, alter or remove any restriction on the business that the association may carry on,
(c) alter the denomination of the shares, or of the shares of any class, by consolidation and division into shares of a larger amount or by subdivision into shares of a smaller amount than is set by the memorandum,
(d) create new classes of shares,
(e) alter the name or designation of all or any of its shares,
(f) create, define and attach special rights or restrictions to any shares, whether issued or unissued,
(g) vary or abrogate any special rights or restrictions attached to any shares, whether issued or unissued, or
(h) add, alter or remove any other provision.
(2) The proportion between the amounts paid and unpaid on any issued shares must be the same after an alteration described in subsection (1) (c), (e), (f) or (g) as it was before the alteration.
Effective date of amendment
18 (1) An extraordinary resolution for a purpose referred to in section 17 (1) does not take effect until
(a) a certified copy of it has, or, in a case to which section 19 applies, a certified copy of it and of every resolution required by that section to evidence the consent of a class of shareholders have, been filed with and approved by the superintendent, and
(b) a certified copy of it has been registered by the registrar.
(2) The superintendent must grant an approval under subsection (1) if the superintendent is satisfied that the requirements of this Act have been met.
(3) On the registrar accepting for filing a certified copy of an extraordinary resolution changing the name of an association, the registrar must issue a certificate showing the change of name and the date the change is effective.
(4) The registrar must publish notice of a change of name in the Gazette and may publish notice of an alteration described in section 17 (1) (b) to (h).
(5) A change of the name of an association does not affect any of its rights or obligations, or render defective any legal proceedings by or against it, and any legal proceedings that may have been continued or commenced against it under its former name may be continued or commenced against it under its new name.
No interference with class rights without consent
19 (1) A right or special right attached to issued shares must not be prejudiced or interfered with under this Act or the memorandum or rules unless
(a) members holding shares of each class, or
(b) if there is then only a single class of issued shares, members holding shares of that single class
consent by a separate resolution of the members of that class, requiring a majority of 3/4 of the votes cast.
(2) An association may in its rules provide that, for the purpose of a separate resolution under subsection (1), every member has one vote in respect of each share held by the member.
Dissenter's right to apply to court
20 (1) Members of an association, being
(a) not less than 10% of the members entitled to vote who did vote against the extraordinary resolution referred to in section 17 (1) (f) or (g),
(b) if the association's rules do not provide as set out in section 19 (2), at least 10% of the members holding shares of a class of shares of the association whose special rights or restrictions are affected by an extraordinary resolution altering or abrogating special rights or restrictions attaching to that class of shares and who voted against the resolution referred to in section 19, or
(c) if the association's rules provide as set out in section 19 (2), the holders of at least 10% of the shares of a class of shares of the association whose special rights or restrictions are affected by an extraordinary resolution altering or abrogating special rights or restrictions attaching to that class of shares and who voted against the resolution referred to in section 19
may, not more than 14 days after the passing of
(d) the extraordinary resolution referred to in section 17 (1) (f) or (g), or
(e) the resolution referred to in section 19,
apply to the Supreme Court to set aside the extraordinary resolution referred to in section 17 (1) (f) or (g) or the resolution referred to in section 19.
(2) Section 227 (2) to (6) of the Company Act applies to proceedings under subsection (1) of this section but all references in section 227 of that Act to the registrar must be construed as references to both the superintendent under this Act and to the registrar under the Company Act.
Conclusiveness of certificates
21 A certificate issued by the registrar under section 18 is conclusive evidence that the requirements of this Act with respect to that section have been complied with.
Reduction of capital
22 An association may, by extraordinary resolution, reduce its share capital in any way authorized by the Company Act for the reduction of share capital with the approval of the court by a company having a share capital, and the provisions of the Company Act relating to reduction of share capital apply.
Contracts
23 (1) An association may make, vary or discharge a contract
(a) in writing under the common seal of the association,
(b) in writing, by a person acting under the express or implied authority of the association, or
(c) orally only by a person acting under the express or implied authority of the association, if the contract, if made between private persons would by law be valid although made orally only and not reduced to writing.
(2) All contracts made, varied or discharged in accordance with this section are, so far as their form is concerned, effectual in law and binding on the association and all other parties to it.
(3) A bill of exchange or promissory note must be considered to have been made, accepted or endorsed on behalf of an association if made, accepted or endorsed in the name of, or by or on behalf of, or on account of the association by any person acting under its authority, express or implied.
Breach of contract
24 (1) A cooperative marketing contract may set, as liquidated damages, that must not be regarded as penalties, specific sums to be paid by the producer to the association on the breach of any provision of the cooperative marketing contract in respect of the sale or delivery of any product, and may provide that the producer who breaks his or her contract must pay all costs, expenses and fees if any action in respect of the breach is brought by the association.
(2) In the event of a breach or threatened breach of a provision of a cooperative marketing contract by a producer in respect of the sale or delivery of any product, the association is entitled to
(a) an injunction to restrain the producer, and his or her agents and servants from selling or delivering the product otherwise than in accordance with the contract, and
(b) an order for specific performance of the contract by the producer.
(3) Pending the adjudication of any action brought by the association under this section, and on application, by one party only, to the court showing the breach or threatened breach, and on giving an undertaking or security approved by the court, the association is entitled to an interim injunction.
(4) A person who uses or is employed on a fishing or fish packing vessel owned, chartered, hired or otherwise controlled by a person engaged in the fishing industry, if the vessel is used to catch, produce, collect or transport fish or other marine products, is not bound by a cooperative marketing contract with respect to the sale, delivery or other disposal of any fish or marine product caught, produced, collected or transported from, by or in the vessel, and subsections (1) to (3) do not apply to the sale, delivery or other disposal of the fish or marine products unless the person who owns or controls the fishing vessel is, or if it is separately owned and controlled then unless both persons are, also bound by a cooperative marketing contract with the same cooperative association.
(5) Despite any other provisions of this Act or any rule of law to the contrary, a producer may, before the end of any calendar year, give notice of termination of any cooperative marketing contract, to deliver, sell or otherwise deal with fish or other marine products, to which the producer is a party.
(6) The notice referred to in subsection (5) must be in writing, and must be served on the association by forwarding the notice by prepaid mail to the association, addressed to its office or place of business.
(7) If a notice is served in accordance with subsection (6), the marketing contract referred to in the notice terminates on December 31 following the date of service of the notice.
Membership
25 (1) The members of an association are the subscribers to the memorandum and those persons admitted to membership according to the rules.
(a) a person under 19 years of age but above 16 years of age may be admitted as a member, and is subject to all the obligations and all the rights of membership, except the right to be an officer of the association,
(b) a person under 19 years of age admitted to membership is competent to enter into a contract with the association, and with respect to contracts with the association is not under a legal disability, and
(c) a corporation may be admitted to membership, and may be represented by some person authorized on its behalf.
(3) The memorandum and rules bind the association and its members to the same extent as if they had been signed and sealed by each member and contained covenants on the part of each member to observe the memorandum and rules, subject to this Act.
(4) All money payable by a member to an association under the memorandum or rules is a debt due from the member to the association of the nature of a debt due by instrument under seal.
Termination of membership
(a) a member may withdraw from an association or transfer his or her shares,
(b) a member charged with conduct detrimental to the association may be expelled from membership by an extraordinary resolution of the association,
(c) a member making a charge must lodge with the directors full particulars in writing signed by the member, and the directors must give the member charged a copy of the particulars at least 2 weeks before the meeting, and
(d) the notice calling the meeting must state that a charge has been made and specify the names of the members concerned.
(2) A member expelled is, subject to section 15 (2), entitled to a refund of the amount paid up on the member's shares, but must not be again admitted to membership except by extraordinary resolution of the association.
Member may hold any number of shares
27 (1) Subject to the rules, a member may hold any number of shares in the association.
(2) Except as permitted by section 82, shares in an association must not be held jointly.
(3) All shares in an association must be paid for in cash, except as permitted by subsection (4), and must not be issued at a discount.
(4) An association may issue shares in consideration or partial consideration for the acquisition of
(a) shares or other securities of an association having a purpose similar to its own,
(b) assets to be used in its business, or
(c) all or part of the business of another person if the business is consistent with its own purpose.
(5) The shares may be payable on call and forfeited for default in payment, as may be determined by the rules.
(6) A member must not receive any dividend or interest on the member's shares, except in proportion to the amount paid up on them.
(7) An association has a lien on the shares of a member for a debt due to the association by the member, and the lien extends to any dividend or interest credited to the member in respect of the shares.
(8) A person whose name is entered in the register of members is without payment entitled to a certificate under the seal of the association, specifying the shares held by the person and the amount paid up on them.
(9) The certificate referred to in subsection (8) is evidence of the person's title to the shares.
Particulars of issue on share certificates
28 (1) If an association has more than one class of shares, the association must ensure that
(a) a full text of the special rights or restrictions attached to any class of shares is contained in or permanently attached to every share certificate representing that class of shares, or
(b) every share certificate representing shares of a particular class of shares has a statement on it that
(i) there are special rights or restrictions attached to that class of shares, and
(ii) a free copy of the full text of the special rights or restrictions may be obtained at the registered office of the association.
(a) keep at its registered office a copy of the full text of the special rights or restrictions attached to any class of shares, and
(b) provide a free copy of that text to any person who requests one.
One vote per member
29 (1) Subject to section 19 and except as otherwise permitted by section 30 (6), a member does not have more than one vote, except that, in the case of an equality of votes, the chair at any general meeting has, both on a show of hands and a ballot, a casting or second vote.
(2) A corporation admitted to membership in an association may be represented by some person authorized on behalf of the corporation.
(3) Members of an association residing more than 80 km from the place where operations of the business are carried on may vote by proxy at any meeting of the association at which they are entitled to vote.
(4) The residence of a member for the purposes of subsection (3) is to be determined from the register of members of the association.
(5) Permanent proxies entitling a member to vote at other than one meeting or an adjournment are not valid.
(6) Permitted proxies may be given only to a member of the association.
(7) A member is not entitled to vote more than 3 proxies.
(8) Except as provided in this section, proxy voting is prohibited.
(9) The rules may provide for the form and manner of proxy voting, subject to this section, or may further restrict or prohibit proxy voting.
(10) A member in arrears with a call on the member's shares may not vote for directors or at any general meeting, either personally or by proxy for another member.
(11) If an association deals in agricultural products, a member of the association is not entitled to vote at a general meeting or be appointed a director of the association unless the member
(a) has sold, through the association, the member's main crop or produce of the year of the class dealt in by the association,
(b) has given a written undertaking to the association to sell the member's main crop or produce of the class dealt in by the association through the association during the following year, or
(c) has received the consent of the directors, signed by the secretary, to otherwise dispose of the crop or produce.
Delegate system of voting
30 (1) Despite any other provision of this Act, an association may provide in its rules for a system of delegate voting including the following or similar provisions:
(a) division of the territory in which the association has members into districts, and the formation in each district of
(i) a local organization comprising all members of the association resident within the district, or
(ii) 2 or more local organizations comprising the members of the association resident within the area of the local organization;
(b) number of directors to be elected from each district, and the election of those directors either directly by the members of the local organizations or by district delegates;
(c) election of district delegates by each local organization to attend general meetings of the association as delegates from the district, and the number to be so elected by each local organization;
(d) delegation to the district delegates of all or any of the powers that may be exercised by the members of the association at a general meeting;
(e) method of forming new districts, either as additions to or substitutions for the old districts, and redetermining the number of directors and local organizations;
(f) method of summoning district delegates to attend general meetings of the association, the number of delegates to constitute a quorum, and the persons who may call meetings, including a provision for the calling of special general meetings at any time by or at the request of not less than 25% of the district delegates;
(g) obtaining the opinion of the members of the association on any question of general concern to the members, and the mode of obtaining that opinion by a vote of the members.
(2) The rules of an association that has a delegate system of voting may provide for
(a) the formation of an executive committee and the exercise by that committee of all or any of the functions and powers of the directors, and
(b) the remuneration of district delegates and of members of the executive committee.
(3) Each member of an association that has a delegate system of voting may vote
(a) only at the meetings of the local organization of which he or she is a member, and
(b) only on questions submitted to the vote of the members under the rules made under subsection (1) (g).
(4) Only the district delegates are entitled to attend and vote at general meetings of the association, each delegate having one vote.
(5) In applying this Act to an association that has a delegate system of voting, "extraordinary resolution" means a resolution passed by a majority of at least 3/4 of the district delegates present in person at a general meeting of the association of which notice specifying the intention to propose the resolution as an extraordinary resolution has been given to the district delegates.
(6) If the members of an association are corporate bodies organized on a cooperative basis, the superintendent may consent to the adoption of any equitable system of voting that will give representation in relation to the number of persons who are members of each member body and to the patronage of the association by its members.
(7) An association referred to in subsection (6) may, with the consent of the superintendent under that subsection, adopt appropriate rules to provide for the equitable system of voting.
Directors
31 (1) The first directors must be determined in writing by a majority of the subscribers of the memorandum, and hold office until the first general meeting, and after that the directors must be appointed or elected in accordance with the rules of the association.
(2) An association must have at least 3 directors, and every director must be a member of the association or a person authorized under section 29 (2).
(3) The office of director must be vacated if a director ceases to be a member, and for any other reasons that the rules may specify.
(4) The business of the association must be managed by the directors, who may exercise all the powers of the association, subject to this Act and the rules.
(5) The association in general meeting must determine the remuneration of the directors, and what will be allowed to them for expenses.
(6) The acts of a director or manager are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.
(7) Every meeting of directors must be held in British Columbia.
Certain Company Act provisions apply to directors
32 Sections 113, 114, 118 to 123, 128 and 132 of the Company Act apply to the directors of an association.
Meetings
33 (1) The first general meeting of an association must be held not more than 3 months after the date of incorporation or within a later period that may be approved by the superintendent.
(2) A general meeting of every association must be held at least once in every calendar year within 4 months after the end of its fiscal year but, if the annual general meeting is not held in the month provided in the rules, the superintendent may approve of the meeting being held on a suitable date close to the date when the meeting ought to have been held.
(3) If, due to circumstances prevailing among the membership, it is not possible to hold any general meeting at a time or place when or where a large portion of the membership is able to attend, an association may make provision in its rules to hold 2 or more meetings of members and to count the total vote taken by secret ballot at the meetings after the last of the meetings has been held to ascertain whether any resolution submitted to the meetings has been adopted or rejected.
(4) Any resolution that a majority of the members present at the meetings referred to in subsection (3) approves, or that 3/4 of the members approve in the case of an extraordinary resolution, is of the same effect as if it were passed at a duly convened general meeting or extraordinary general meeting of the association if due notice has been given.
(5) The rules may provide for semi-annual or other periodical meetings.
(6) The directors may, when they think fit, and must, on a written requisition, signed by at least 1/5 in number of the members of an association, call a special general meeting.
(7) A requisition under subsection (6) must
(a) set out the object of the meeting, and
(b) be deposited at the registered office.
(8) If the directors do not call the special general meeting within 7 days after the deposit of the requisition under subsection (7) (b), the requisitionists may themselves convene a meeting.
(9) At least 14 days' notice of every annual general meeting and of every general meeting at which an extraordinary resolution is to be proposed must be given to each member.
(10) In the case of a general meeting other than one referred to in subsection (9), at least 7 days' notice, or any longer notice that is prescribed by the rules, must be given to each member.
(11) The notices referred to in subsections (9) and (10) must specify
(a) the place, the day and the hour of the meeting, and
(b) in the case of special business, the general nature of that business.
(12) Every general meeting must be held in British Columbia.
Security by officers
34 An officer of an association who receives or has charge of money of the association must, before entering on his or her duties, give security as may be considered necessary by the directors according to the rules.
Arbitration of disputes
35 (1) Arbitration may be used to decide a dispute arising out of the affairs of an association, between
(a) a member, any person aggrieved who has for not more than 6 months ceased to be a member, any person claiming through a member or person aggrieved or any person claiming under the rules, and
(b) the association or a director.
(2) The decision made in an arbitration under subsection (1) is binding on all parties and may be enforced on application to the Supreme Court.
(3) Unless the rules otherwise provide, there is no appeal from a decision made under subsection (1).
(4) Unless the rules establish some other method, an arbitration under subsection (1) must be conducted in accordance with the Commercial Arbitration Act.
(5) Any of the parties to a dispute described in subsection (1) may commence arbitration proceedings under that subsection by giving 7 days' notice in writing to the other parties to the dispute.
Registered office
36 An association must
(a) have a registered office in British Columbia to which all communications and notices may be addressed, and
(b) file with the registrar notice of every change in its address.
Publication of name
37 An association must do the following:
(a) paint or affix its name, and keep its name painted or affixed, in legible letters in a conspicuous place on the outside of every office or place in which its business is carried on;
(b) have its name engraved in legible characters on its seal;
(c) have its name mentioned in legible characters
(i) in all notices, advertisements and other official publications of the association,
(ii) in all commercial paper or goods purporting to be signed by or on behalf of the association, and
(iii) in all bills or parcels, invoices, receipts and letters of credit of the association.
Register of members
38 (1) An association must keep at its registered office, or at another place the superintendent may allow, a register of members, and must enter the following in the register:
(a) the names, addresses and occupations of the members, the number of shares held by each member and the amount paid on each of those shares;
(b) the date on which the name of any person, company or association was entered in the register or list as a member;
(c) the date on which a person, company or association ceased to be a member.
(2) Entry of the particulars in the register of members is evidence of the facts stated.
Register of directors
39 (1) An association must keep at its registered office a register
(a) containing the names, addresses and occupations of its directors or managers, and
(b) showing the dates on which the directors or managers started and ceased to act.
(2) On the request of the registrar at any time, an association must furnish the registrar with particulars of its directors.
Annual report
40 (1) An association must, within 3 weeks after its annual general meeting, file with the registrar a report, signed by its manager or secretary, showing the following as of the last day of the last fiscal year:
(a) the nominal value of the shares;
(b) the number of shares issued and outstanding;
(c) the amount called on each share;
(d) the total amount of calls received;
(e) the total amount of calls unpaid;
(f) the number of shares forfeited during the year;
(g) the number of shares redeemed during the year;
(h) the number of existing members;
(i) the number of persons who have become members or ceased to be members since the date of the last report or, in the case of the first report, since the date of incorporation;
(j) the directors with their addresses and occupations.
(2) An association must, within the period referred to in subsection (1), file the following with the superintendent:
(a) a copy of the report referred to in subsection (1);
(b) certified copies of the financial documents placed before the annual general meeting;
(c) a copy of the directors' report;
(d) other information the superintendent may require within that period, or an extension of the period that the superintendent approves.
Auditors and report
41 (1) Sections 178 to 199 of the Company Act, respecting the appointment of auditors, audit committees and duties and rights of auditors, apply to an association.
(2) Section 145 of the Company Act, respecting information to be placed before each annual general meeting, applies to an association.
(3) The superintendent may, by order, designate an association as a reporting association and may revoke that designation, having regard to the following circumstances:
(a) the number of members of the association;
(b) the nature and extent of the association's assets and liabilities;
(c) the manner in which the association is carrying out its purpose;
(d) the receipt by the association of funding or of a subsidy, whether directly or indirectly, from the government of British Columbia or of Canada;
(e) the memorandum and rules of the association;
(f) any other circumstances or matters the superintendent considers relevant.
Minutes
42 (1) The directors must cause minutes of the following to be made in books provided for the purpose:
(a) all appointments of officers made by the directors;
(b) the names of the directors present at each meeting of directors or of any committee of directors;
(c) all resolutions and proceedings at all meetings of the association, the directors or any committee of directors.
(2) A director who is present at a meeting of directors or of a committee of directors must sign his or her name in a book kept for that purpose.
(3) A failure to sign under subsection (2) in no way invalidates any meeting.
Account at registered office
43 (1) The directors must cause true accounts to be kept of
(a) all money received and spent, and the matter in respect of which receipt and expenditure takes place, and
(b) the assets and liabilities of the association.
(2) The books of account must be kept at the registered office of the association or at another place the superintendent approves or, if the rules permit, may for temporary purposes be kept at a place or places the directors think fit.
Extraordinary resolutions to be filed
44 (1) An association must file with the registrar, in triplicate, every extraordinary resolution passed for any purpose mentioned in this Act.
(a) register one copy of an extraordinary resolution filed under subsection (1) and return another copy certified as having been filed, and
Authentication of returns
45 A notice, return or resolution required to be filed with the registrar must be authenticated by an officer of the association.
Inspection of books
46 (1) Subject to section 47, a member has a right to inspect at all reasonable times the registers and books required to be kept by an association under this Act.
(2) The register of members and the register of directors must be open to the inspection of any other person on payment of 25¢ for each inspection.
Confidentiality
47 (1) Subject to subsection (2), an association that has on record any financial information pertaining to a member, prospective member or tenant must not disclose that information to any person.
(2) Subsection (1) does not prohibit disclosure of information by an association
(a) to directors, officers or committees of the association for use only in connection with their official duties, or
(b) to a person legally entitled, other than under section 46 of this Act or sections 163 to 165 of the Company Act as adopted by section 49 of this Act, to the information.
Copies of memorandum and rules
48 (1) An association must furnish to a member, at his or her request, a copy of its memorandum and rules.
(2) A member of an association is entitled to additional copies of the association's memorandum and rules on payment of a sum not exceeding 50¢ per copy.
Application of Company Act
49 Sections 75 to 85 and 163 to 170 of the Company Act apply to an association under this Act, but do not apply to mortgages created by an association before May 31, 1947.
Appointment of superintendent
50 (1) The Lieutenant Governor in Council may appoint a Superintendent of Cooperatives, either in accordance with the provisions of the Public Service Act or otherwise, and may, subject to this Act, specify the superintendent's powers and duties.
(2) The power to appoint the superintendent under subsection (1) includes the power to appoint the registrar as the Superintendent of Cooperatives to serve in a dual capacity as both the registrar and the superintendent under this Act.
Immunity
51 (1) An action for damages must not be brought against the superintendent or a person who is subject to the superintendent's direction because of anything done or omitted to be done in good faith
(a) in the performance or intended performance of any duty under this Act or the regulations, or
(b) in the exercise or intended exercise of any power under this Act or the regulations.
(2) Subsection (1) does not absolve the government from vicarious liability for an act or omission of the superintendent or of a person who is subject to the superintendent's direction, for which the government would be vicariously liable if this section were not in force.
Interpretation for sections 53 to 58
52 (1) For the purposes of sections 53 to 58, "member" includes any person aggrieved who has, for not more than 6 months, ceased to be a member or any person claiming through a member or person aggrieved, or claiming under the rules.
(2) For the purposes of sections 53 to 57, in determining whether an association and another corporation are affiliated, the definition of "affiliate" in section 1 of the Company Act applies and section 1 (2) to (7) of that Act also applies.
Examination of records
53 (1) The superintendent or a person designated by the superintendent may, during normal business hours, examine the affairs of an association or any of its affiliates for the purposes of determining whether or not the association is complying with or has complied with this Act, the regulations, the association's rules and its memorandum.
(2) The superintendent or person making an examination under this section is entitled, for the purposes of the examination, to free access to all records, securities, cash and savings institution accounts of the association or of any of its affiliates being examined.
Court proceedings on member's complaint
54 (1) Despite any provision of the rules of the association, but subject to subsection (3), a member may apply to the Supreme Court for an order on the ground that
(a) the affairs of the association of which he or she is a member are being conducted, or the powers of the directors are being exercised, in a manner oppressive to one or more of the members, including the member applying, or
(b) some act of the association has been done, or is threatened, or some resolution of the members has been passed or is proposed, that is unfairly prejudicial to one or more of the members, including the member applying.
(2) Sections 200 (2) to (6), 202 and 203 of the Company Act apply to proceedings under this section.
(3) A member is not entitled to bring proceedings under this section in respect of any matter that is the same or substantially the same as a dispute in which the member has an interest, if the dispute
(a) has been decided by arbitration under section 35, or
(b) is the subject of arbitration proceedings under section 35, unless the court otherwise orders on the grounds of undue delay to which the applicant has not contributed.
Court may order investigation
55 On the application of the superintendent or at least 20% of the members, the Supreme Court may appoint the superintendent or another person as an inspector to investigate the affairs and management of an association and any of its affiliates, and may determine the manner and extent of the investigation.
Association may require investigation
56 An association may, by extraordinary resolution, appoint an inspector to investigate the affairs and management of the association and any of its affiliates, and to report in the manner and to the persons the resolution directs.
Company Act application to proceeding
57 Sections 209 (2) to (6), 211 and 213 to 215 of the Company Act apply to proceedings under section 55 or 56, but
(a) all references in section 209 of the Company Act to the registrar must be read as references to both the superintendent under this Act and to the registrar under the Company Act, and
(b) if the superintendent is the applicant under section 55, the requirement under section 209 (2) of the Company Act to give notice of the application to the superintendent, does not apply.
Court's power to restrain breach or require compliance
58 The Supreme Court, on application of the superintendent, 20% or more of the members, a receiver, a receiver manager, a liquidator or a trustee in bankruptcy of an association and on being satisfied that there is or will likely be
(a) a contravention by an association or any other person of this Act or the regulations, or of an association's memorandum or rules, or
(b) a failure by an association to fulfill its obligations under this Act, the regulations or the association's rules,
may make an interim or final order it considers appropriate and, without limiting the generality of that power, the court may grant an injunction
(c) restraining the association or any other person from continuing or committing the contravention, or
Employment as inducement to invest
59 A person must not hold out the prospect of employment for wages or salary as an inducement to invest in the shares or securities of an association.
Security issue preconditions
60 (1) Nothing in this section or section 61 limits the application of the Securities Act or Part 2 of the Real Estate Act.
(2) An association must not issue any shares or other securities until 14 days after it has filed with the superintendent
(a) a disclosure statement in the prescribed form, and
(b) other prescribed documents.
(3) Subsection (2) does not apply to an issue or security exempted under section 78 (2) (f).
(4) A disclosure statement must
(a) provide full, true and plain disclosure of all material facts relating to the shares or other securities proposed to be issued,
(b) comply as to form and content with the requirements of this Act and the regulations, and
(c) have printed or stamped in conspicuous type on its outside front cover the following words:
"Neither the Superintendent of Cooperatives nor any other authority of the government of the Province of British Columbia has in any way passed on the merits of the matters dealt with in this disclosure statement."
(5) If there is a material change in the facts set out in a disclosure statement, the association must, within 30 days after that change, send to the superintendent a statement of that change.
(6) An association may, and must if required by the superintendent, send to the superintendent, in place of the statement of material change referred to in subsection (5), a further disclosure statement revised to give effect to all previous material changes.
(7) A copy of a disclosure statement filed under subsection (2) must be open to inspection by any person during normal business hours at the registered office of the association.
Disclosure to person acquiring securities
61 Before any security, for which a disclosure statement referred to in section 60 is required, is issued to a person acquiring the security from the association, and before that person has become obliged to acquire the security, the association must ensure that the person has received a true copy of the disclosure statement.
Revocation of incorporation
62 On sufficient cause being shown, and on conditions and subject to provisions as may be considered proper, the Lieutenant Governor in Council may revoke and cancel the incorporation of any association and declare the association to be dissolved.
Dissolution and winding up
63 (1) Subject to subsection (2) and section 86, the provisions of the Company Act that relate to the dissolution and winding up of companies apply to an association under this Act.
(2) An association may provide in its memorandum that, on the dissolution or winding up of the association, its property, after satisfaction of its liabilities, costs, charges and expenses properly incurred in the dissolution or winding up, must be transferred to or distributed among one or more other organizations that are
(a) associations having a similar purpose to the association being dissolved or wound up, or
(b) charitable organizations registered under the Income Tax Act (Canada).
(3) An association may provide in its memorandum that a provision described in subsection (2) must be unalterable and, if it so provides, the association must not alter its memorandum to amend or repeal that provision or the provision described in subsection (2).
(4) Neither this section nor a provision in the association's memorandum permitted by subsection (2) or (3) prohibits the association
(a) from doing anything permitted under section 15 or 16,
(b) subject to its rules, from repaying to a member amounts paid by the member for shares, or
Surrender of certificate
64 An association may, by extraordinary resolution, surrender its certificate of incorporation, and the registrar may, after being satisfied that sufficient notice of the association's intention has been given, and that no debts or liabilities of the association are outstanding, accept the surrender of the certificate and cancel it, and set a date from which the association is dissolved.
Removal of association from register
65 (1) The provisions of the Company Act that relate to the removal from the register of companies that are defunct or in default apply to
(a) an association that has failed for any period of 2 years to send or file any return, notice or document required to be made, filed or sent to the registrar under this Act, or
(b) an association that the registrar has reasonable cause to believe is not in operation.
(2) The provisions of the Company Act that relate to restoration of companies and extraprovincial companies to the register of companies apply to an association and to an extraprovincial corporation, registered under this Act, that has been struck off the register under this Act or the Co-operative Associations Act, R.S.B.C. 1948, c. 69.
Amalgamation
66 (1) In this section, "amalgamating associations" means the associations that amalgamate and continue as an amalgamated association under subsection (2).
(2) Any 2 or more associations may amalgamate and continue as an amalgamated association by passing extraordinary resolutions that authorize their respective directors, or some of them, to subscribe jointly a memorandum according to the form in Schedule A, and to comply in other respects with section 5, and may for that purpose authorize alterations to name, objects and capital as necessary.
(3) On the issue of a certificate of amalgamation, each member of the amalgamating associations becomes a member of the amalgamated association until his or her membership is terminated in accordance with this Act and the rules of the amalgamated association.
(4) The rules adopted by the subscribers to the constitution of the amalgamated association are the rules of the amalgamated association until the rules are amended in accordance with this Act.
(5) On the issue of a certificate of amalgamation,
(a) all property and rights of each amalgamating association are transferred to and vested in the amalgamated association without any further act or deed,
(b) the amalgamated association is liable for all the debts and obligations of each amalgamating association, and
(c) the rights of creditors of each amalgamating association continue and are enforceable against the amalgamated association.
Continuation into British Columbia
"charter" includes an Act, statute, ordinance, letters patent, certificate, declaration or other instrument or provision of law by or under which a foreign cooperative has been incorporated, amalgamated or continued, and every amendment of them applying to the foreign cooperative, and also the foreign cooperative's constitution, memorandum, rules, articles, regulations or bylaws, agreement or deed of settlement and every amendment of them;
"foreign cooperative" means a corporation that has been incorporated as a cooperative association and that
(a) has been continued under section 68,
(b) has been incorporated otherwise than by or under an Act, or
(c) is otherwise subject to the laws of a jurisdiction other than British Columbia;
"foreign cooperative's jurisdiction" means, in respect of a foreign cooperative, the jurisdiction in which it was incorporated or, if it has been continued, into which it was continued.
(2) A foreign cooperative may, if it appears to the registrar to be authorized by the laws of the foreign cooperative's jurisdiction, deliver to the registrar an instrument of continuation in duplicate continuing the foreign cooperative as if it had been incorporated under this Act.
(3) The instrument of continuation must
(i) the name of the foreign cooperative;
(ii) the date and jurisdiction of the incorporation of the foreign cooperative;
(iii) the business that the foreign cooperative will carry on in British Columbia;
(iv) the full address of the registered office that the foreign cooperative will have in British Columbia;
(v) the classes and denominations of shares authorized by the foreign cooperative;
(vi) the full names and addresses of all directors and officers of the foreign cooperative;
(vii) any other material that may be prescribed,
(b) be executed under seal and signed by an officer or director of the foreign cooperative and verified by an affidavit of the person signing the instrument of continuation, and
(c) be accompanied by the following:
(i) the charter of the foreign cooperative;
(ii) a memorandum that complies with section 5 (1) and (2) (b);
(iii) rules that comply with section 5 (1), (3) and (4);
(iv) any other material required by the registrar.
(4) The instrument of continuation must make the amendments to the charter of the foreign cooperative that are necessary to make the charter conform to the laws of British Columbia and may make other amendments permitted under this Act as if the foreign cooperative were incorporated under this Act.
(5) A foreign cooperative must not be continued under this section unless the superintendent has provided a certificate of approval to the registrar indicating that the superintendent is satisfied that the foreign cooperative is organized, administered and operated substantially on a cooperative basis.
(6) If the instrument of continuation conforms to law, the registrar may, after the registrar has received a certificate of approval signed by the superintendent and after all fees have been paid, file one duplicate of the instrument and issue to the foreign cooperative a certificate of continuation to which the registrar must affix the other duplicate.
(7) The registrar may issue a certificate of continuation on the terms and subject to the limitations and conditions and containing the provisions that appear to the registrar to be proper.
(8) If the registrar issues a certificate of continuation to a foreign cooperative, the registrar must send a copy of the certificate to the appropriate official or public body in the foreign cooperative's jurisdiction.
(9) At the time that a foreign cooperative is continued into British Columbia as an association under this section,
(a) this Act applies to the association to the same extent as if the association had been incorporated under this Act,
(b) the memorandum and rules that accompanied the instrument of continuation on its filing with the registrar become the memorandum and rules of the association,
(c) the certificate of continuation is deemed to be the certificate of incorporation of the association,
(d) the property of the foreign cooperative continues to be the property of the association,
(e) the association continues to be liable for the obligations of the foreign cooperative,
(f) an existing cause of action, claim or liability to prosecution is unaffected,
(g) a civil, criminal, quasi criminal, administrative or regulatory action or proceeding being prosecuted or pending by or against the foreign cooperative may be prosecuted or its prosecution may be continued, as the case may be, by or against the continued association, and
(h) a conviction against, or ruling, order or judgment in favour of or against, the foreign cooperative may be enforced by or against the association.
(10) A certificate of continuation is conclusive proof for the purposes of this Act and for all other purposes that the foreign cooperative has been continued under this Act as of the date and, if applicable, the time shown in the certificate of continuation.
(11) A share of a foreign cooperative continued under this Act that was issued in compliance with the laws of the foreign cooperative's jurisdiction and with the foreign cooperative's charter is deemed to have been issued in compliance with this Act and with the provisions of the rules referred to in subsection (3) (c) (iii).
(12) Continuation of a foreign cooperative as an association under this section does not
(a) deprive a member of any right or privilege that the member claims under an issued share, or
(b) relieve a member of any liability with respect to an issued share.
Continuation from British Columbia
68 (1) Subject to subsections (2) and (12), an association may, if it is authorized by its members and the registrar in accordance with this section, make an application to the appropriate official or public body of another jurisdiction, requesting that the association be continued as if it had been incorporated under the laws of that other jurisdiction.
(2) Subsection (1) does not apply to
(a) an association that has included in its memorandum a provision described in section 63 (2), or
(b) a housing cooperative, as defined in section 80, that provides in its memorandum that section 86 applies to it.
(3) An association is authorized by the members to apply for continuation into a jurisdiction other than British Columbia when, at a general meeting, the members approve the continuation by an extraordinary resolution.
(4) The notice of the general meeting referred to in subsection (3) must state that a member is entitled to give a notice of dissent under section 69 in respect of the extraordinary resolution.
(5) An association is authorized by the registrar to apply for continuation into a jurisdiction other than British Columbia when, following receipt from the association of an application in a form satisfactory to the registrar, the registrar endorses an authorization on the application.
(6) An association seeking an authorization under subsection (5) may submit the application to the registrar for authorization and the registrar must endorse an authorization on the application if the registrar is satisfied that the application is not prohibited by subsection (12).
(7) The authorization given by the registrar under subsection (5) expires 90 days after the date on which the authorization was endorsed by the registrar on the application unless, within that 90 day period, the association is continued under the laws of the other jurisdiction.
(8) At any time before an association is continued under the laws of another jurisdiction, the directors of the association may, if authorized by the extraordinary resolution referred to in subsection (3), abandon an application under this section without further approval of the members.
(9) An association that has, under this section, been continued under the laws of another jurisdiction must file with the registrar a copy of the instrument of continuation issued to it by the other jurisdiction within 60 days after the date of its issuance.
(10) On receiving a notice satisfactory to the registrar that an association has been continued under the laws of another jurisdiction, the registrar, if the registrar had authorized the application for continuation under subsection (5), must file the notice and issue a certificate of discontinuance.
(11) This Act ceases to apply to an association referred to in a certificate of discontinuance on the date shown in that certificate.
(12) An association must not apply under subsection (1) to be continued as a foreign cooperative under the laws of another jurisdiction unless those laws provide that
(a) the property of the association continues to be the property of the foreign cooperative,
(b) the foreign cooperative continues to be liable for the obligations of the association,
(c) an existing cause of action, claim or liability to prosecution is unaffected,
(d) a civil, criminal, quasi criminal, administrative or regulatory action or proceeding being prosecuted or pending by or against the association may be prosecuted or its prosecution may be continued, as the case may be, by or against the foreign cooperative, and
(e) a conviction against or ruling, order or judgment in favour of or against the association may be enforced by or against the foreign cooperative.
Right to dissent
69 (1) A member of an association who votes against an extraordinary resolution authorizing the association to continue into a jurisdiction other than British Columbia may, within 10 days after the extraordinary resolution is passed, give written notice of dissent to the association.
(2) An association that is given a notice of dissent under subsection (1) must, within 90 days after the date on which the registrar endorsed an authorization on the application referred to in section 68 (1),
(a) give effect to the dissent by
(i) purchasing all of the shares held by the member in the capital stock of the association at the lesser of the amount paid up on the shares or the price agreed on by the association and the member, and
(A) all of the amounts held to the member's credit, together with any interest that has accrued on those amounts, and
(B) the amount outstanding on any loans made to the association by the member that are repayable on demand, together with any interest that has accrued on those loans, or
(b) apply to the Supreme Court to relieve the association of its obligation to purchase the shares referred to in paragraph (a) (i) and to make the payments required by paragraph (a) (ii) if, in the opinion of the directors,
(i) the association is, or would after the purchase and payments be, unable to pay its liabilities as they become due, or
(ii) the realizable value of the association's assets would, as a result of the purchase and payments, be less than the aggregate of its liabilities.
(3) On an application made under subsection (2) (b), the Supreme Court may make the order it considers appropriate and may, without limitation,
(a) order that the association purchase the shares and make the payments required by subsection (2) (a), or
Document imaging
70 The superintendent may have a document that is filed with the superintendent photocopied or otherwise reproduced, and the reproduction is, for all purposes, deemed to be the document photocopied or reproduced.
Inspection of documents at registrar's office
(a) inspect the documents kept by the registrar relating to an association under this Act or an Act specified in Schedule E on payment of a fee of 25¢ for each inspection, and
(b) require a copy or extract of a document on payment for the copy or extract of
(ii) a further fee not exceeding $1 if the copy or extract is required to be certified as a true copy.
(2) A copy of or extract from a document kept and filed or registered at the office of the registrar, certified to be a true copy under the signature and seal of the registrar, is in all legal proceedings admissible in evidence as of equal validity with the original document, and it is not necessary to prove the handwriting, seal of office, or official position of the person certifying the copy or extract.
Service of documents
72 A document may be served on an association by
(a) leaving it at, or mailing it by registered mail to, the registered office of the association as recorded under this Act, or
Fees
73 There must be paid to the registrar for the matters mentioned in Schedule D the fees specified, and the registrar must pay the fees to the Ministry of Finance and Corporate Relations.
Certain associations incorporated under this Act
74 Every subsisting association or society that was incorporated under any Act specified in Schedule E, or under any predecessor Act, and every subsisting association or society having a share capital that was incorporated under or was at any time subject to or governed by the Agricultural Act, 1915, is an association incorporated under this Act, subject to the following:
(a) its rules, in so far as they are not contrary to any express provisions of this Act, continue in force without the necessity of the approval of the superintendent until altered or rescinded, and if any of those rules have incorporated the provisions of any schedule to any former Act by reference to a number or numbers in the schedule, the appropriate provisions of the schedule are incorporated and are part of the rules of the association;
(b) if the association or society has a nominal capital of a set amount, the condition continues in force until the association or society passes an extraordinary resolution altering its memorandum by converting its nominal capital into a capital consisting of an unlimited number of shares of denominations as set by the resolution;
(c) nothing in this Act alters or affects the terms on which any association or society obtained a government loan.
Registration of institute
75 (1) An institute incorporated under the Farmers and Womens Institutes Act may, with the approval of the superintendent, be registered as an association under this Act.
(2) The registrar must not register any corporation under this section unless the registrar has received a certificate of approval signed by the superintendent.
(3) On being registered under this section, the corporation must be considered to have been incorporated under this Act and has all the rights, powers and benefits of an association.
Extraprovincial registration
76 (1) This section does not apply to an extraprovincial corporation that does not have a resident agent or representative or warehouse, office or place of business in British Columbia.
(2) An extraprovincial corporation that carries on business in British Columbia that might be carried on by an association under authority of this Act must not carry on business in British Columbia under any name that includes the word "cooperative" or any abbreviation for longer than 30 days after starting to carry on business in British Columbia, unless the corporation has complied with the requirements of this section.
(3) An extraprovincial corporation that complies with this section is an association to which this Act applies for the purpose of section 3 (4).
(4) An extraprovincial corporation may be registered under this section but only with the approval of the superintendent.
(5) The superintendent must refuse approval under subsection (4) if he or she is not satisfied that the corporation is organized, administered and operated substantially on a cooperative basis.
(6) The registrar must not register any corporation under this section unless the registrar has received a certificate of approval signed by the superintendent.
(7) Sections 259 to 261 and 299 to 319 of the Company Act apply to an extraprovincial corporation registered under this section.
(8) The registrar must, on the written request of the superintendent, suspend or revoke a registration under this section.
(9) An extraprovincial corporation registered under this section and a corporate body to which written approval has been granted under section 3 (4) (b) must provide the superintendent with any information the superintendent requests as to its organization, operation and administration.
Existing associations
77 (1) Unless this Act otherwise provides, this Act applies to existing associations incorporated or considered to be incorporated under the Co-operative Associations Act, R.S.B.C. 1948, c. 69, in the same manner as if the associations had been incorporated under this Act.
(2) The provisions of this Act that relate to the restoration of an association to the register apply to an association
(a) that was incorporated or considered to be incorporated under the Co-operative Associations Act, R.S.B.C. 1948, c. 69, and
Power to make regulations
78 (1) The Lieutenant Governor in Council may make regulations referred to in section 41 of the Interpretation Act.
(2) Without limiting subsection (1), the Lieutenant Governor in Council may make regulations as follows:
(a) altering or adding to the form of memorandum in Schedule A, or of the rules in Schedule B;
(b) amending Schedule C by adding to the list of matters to be provided for by the rules;
(c) amending Schedule D in respect of fees or changing a fee specified elsewhere in the Act;
(d) respecting the form and content of disclosure statements under section 60 and prescribing documents for the purposes of that section;
(e) prescribing financial services for the purpose of section 12 (2) (d);
(f) prescribing exemptions for the purpose of section 60 (3).
Offence and penalty
79 (1) A person commits an offence who, having knowledge or notice of the existence of a cooperative marketing contract between a producer and an association,
(a) solicits, persuades, aids or abets the producer to sell or deliver any product otherwise than in accordance with the terms of the cooperative marketing contract,
(b) receives for sale or other disposal any product of the producer delivered by the producer otherwise than in accordance with the terms of the cooperative marketing contract, or
(c) acquires any product of the producer otherwise than in accordance with the terms of the cooperative marketing contract.
(2) A person who commits an offence under subsection (1) is liable on conviction to a fine of not less than $50 and not more than $2 000.
(3) A person who contravenes section 3 (4), 12 (3), (4) or (5), 15 (2), 28 (1) or (2), 36, 37, 38 (1), 39, 40 (1) or (2), 43 (1), 44 (1), 47 (1), 59, 60 (2), (4), (5) or (6), 61 or 76 (2) or (9) commits an offence and is liable on conviction to a fine of not less than $50 and not more than $2 000.
(4) A person commits an offence who
(a) makes a statement in any document required to be made by or for a purpose of this Act or the regulations if that statement
(i) at the time and in the light of the circumstances under which the statement was made, is false or misleading with respect to a material fact, or
(ii) omits to state a material fact, the omission of which makes the statement false or misleading, or
(b) withholds, destroys or conceals a record or thing referred to in section 53 (2) after it has been required by the superintendent or the person making an examination under that section.
(5) A person who commits an offence under subsection (4) is liable to a fine of not more than $2 000 or to imprisonment for a term of not more than one year or to both.
(6) If an association commits an offence under this Act, every general manager or other senior officer or director of the association who authorized, permitted or acquiesced in the offence also commits an offence.
(7) A person does not commit an offence under subsection (4) (a) or (6) in respect of a false or misleading statement if he or she did not know that the statement was false or misleading and, in the exercise of reasonable diligence, could not have known that the statement was false or misleading.
(8) A prosecution for an offence under this Act must not be commenced more than 2 years after the time when the subject matter of the complaint arose.
(9) If conduct constitutes an offence under this Act because this Act adopts a provision of the Company Act, the limitation in subsection (8), not the limitation in the Company Act, applies.
(10) Section 5 of the Offence Act does not apply to this Act.
Definition
80 In this Part, "housing cooperative" means an association providing accommodation for persons the majority of whom are members of the association and are ordinarily resident in the accommodation.
Application
81 (1) This Part applies only to housing cooperatives.
(2) Unless a provision in this Part conflicts or is inconsistent with the other provisions of this Act, those other provisions also apply.
Joint shares
82 (1) In this section, "joint shareholder" means a person who is one of 2 or more persons who jointly hold shares in a housing cooperative.
(2) Subject to the rules, shares in a housing cooperative may be held jointly.
(3) Unless the rules otherwise provide,
(a) only one joint shareholder may be a director of the housing cooperative at any one time,
(b) joint shareholders are together entitled to only one vote, and
(c) the joint shareholder whose name appears first as the first of 2 or more joint shareholders on the share certificate is entitled to cast the vote, but if he or she fails to do so, or chooses not to do so, the joint shareholder whose name next appears on the share certificate is entitled to cast the vote, and so on if there are more than 2 joint shareholders.
(4) Unless otherwise agreed between the housing cooperative and the joint shareholders, payments, including redemption amounts and interest and dividends, must be made to the shareholders jointly, and payment by a housing cooperative in accordance with this subsection is an effective discharge of the housing cooperative, with respect to a demand by a person against it, up to the amount so paid.
(5) If a share in a housing cooperative is held jointly,
(a) it may be held as a joint tenancy or a tenancy in common, but, if the members do not specify to the housing cooperative, it is deemed to be held as a joint tenancy, and
(b) the joint shareholders are jointly and severally liable for all assessments, levies, dues, fees, payments and other charges imposed or payable in respect of the membership.
Right to possession terminated
83 Any right of a member to possession or occupancy of residential premises that is dependent on his or her membership in a housing cooperative is terminated on the termination or other cessation of the membership.
Court order of possession
84 (1) After termination under section 83 of a person's right to possession or occupancy of residential premises, the housing cooperative in which the person was a member may apply to the Supreme Court for an order of possession of the residential premises.
(2) A member of a housing cooperative who has a right to possession or occupancy of residential premises that is dependent on his or her membership, may apply to the Supreme Court for an order of possession of the residential premises.
Special provision for expulsion of members
85 (1) A housing cooperative may by its rules adopt either the circumstances set out in paragraph (a) or the circumstances set out in paragraph (b) as constituting the grounds for termination under this section of the membership of a member who has a right to possession or occupancy of residential premises that is dependent on his or her membership:
(a) the member has failed to pay rent, occupancy charges or other money due by the member in respect of the residential premises;
(i) failed to pay rent, occupancy charges or other money due by the member in respect of the residential premises, or
(ii) in the opinion of the directors, breached a material condition of an agreement between the member and the housing cooperative relating to the member's
(A) possession or occupancy of the residential premises, or
(B) use of the property of which those premises form part,
and has failed to rectify the breach within a reasonable time after receiving written notice to do so from the housing cooperative.
(2) Sections 35 and 54 do not apply to termination under this section of a membership in a housing cooperative.
(3) A housing cooperative that under subsection (1) has adopted the grounds for termination of membership set out in subsection (1) (a) or (b) may by a resolution of the directors
(a) requiring a majority of 3/4 of all the directors, and
(b) passed at a meeting of the directors called to consider the resolution,
terminate the membership of a member described in subsection (1) on the grounds adopted by the housing cooperative.
(4) The member whose membership is proposed to be terminated by a resolution of the directors
(a) is entitled to at least 7 days' notice of the meeting at which the resolution is to be considered, together with a statement of the grounds on which his or her membership is proposed to be terminated, and
(b) may appear, either personally or by or with an agent or counsel, to make submissions at the meeting.
(5) Within 7 days after the date on which the resolution referred to in subsection (3) is passed by the requisite majority, the housing cooperative must, in the same manner as that provided in section 33 for the giving of notice of a meeting of members, notify the person whose membership is terminated of the resolution.
(6) A person whose membership is terminated under subsection (3) may appeal the decision of the directors at the next meeting of the housing cooperative by delivering a notice of appeal to the housing cooperative within 7 days after the date when notice was given to the person under subsection (5).
(7) A person who, under and within the time limited by subsection (6), appeals the termination of the person's membership, despite the resolution of the directors terminating his or her membership, continues to be a member of the housing cooperative unless the members at the general meeting to which the appeal is brought confirm the termination of his or her membership by a resolution requiring a simple majority or, if provided by the rules, a greater majority.
(8) Nothing in this section restricts the application of section 26 to housing cooperatives and their members.
Special provisions on dissolution or winding up
86 (1) This section applies only to a housing cooperative that
(a) provides in its memorandum that this section applies to the housing cooperative,
(b) on June 30, 1988, had in its memorandum or rules, or both, a provision to the effect that, on a dissolution or winding up, the property of the housing cooperative, after satisfaction of its liabilities, costs, charges and expenses, must not be disposed of or distributed among the members, or
(c) on June 30, 1988, had in its memorandum or rules, or both, a provision to the effect that, on a dissolution or winding up, the property of the housing cooperative, after satisfaction of its liabilities, costs, charges and expenses, must not be disposed of or distributed among the members and, by that provision or another provision in its memorandum or rules, or both, established another manner for the disposition or distribution.
(2) If a housing cooperative to which this section applies is dissolved or wound up, its property, after satisfaction of its liabilities and costs, charges and expenses properly incurred in the dissolution or winding up, must be dealt with as follows:
(a) if it is a housing cooperative described in subsection (1) (a) or (b), the property must be transferred to or distributed among one or more other organizations that are housing cooperatives to which this section applies;
(b) if it is a housing cooperative described in subsection (1) (c), the property must be disposed of in accordance with the applicable provision in its memorandum or rules, or both, referred to in that paragraph.
(3) Except as provided in this section, no part of the property of a housing cooperative to which this section applies is to be paid or distributed to the members during its existence or on its dissolution or winding up.
(4) A housing cooperative to which this section applies must not alter its memorandum or rules, or both, to amend or repeal a provision referred to in subsection (1) (a), (b) or (c).
(5) Nothing in this section prohibits a housing cooperative to which this section applies
(a) from doing anything permitted under section 15 or 16,
(b) subject to its rules, from repaying to a member an amount not exceeding the value of contributions or improvements by the member, in addition to amounts paid by the member for shares, to the property of the housing cooperative, or
(c) from paying money it owes to a member.
(6) As an exception to subsection (1), this section does not apply to a housing cooperative that was dissolved, or for which winding up was commenced as referred to in section 293 or 297 of the Company Act, R.S.B.C. 1979, c. 59, before June 5, 1995.
(7) If, between June 30, 1988 and June 8, 1995, a housing cooperative to which this section applies altered its memorandum or rules, or both, to amend or repeal a provision referred to in subsection (1) (a), (b) or (c), the amendment or repeal is void, and the memorandum or rules, or both, as applicable, are conclusively deemed to be as they were before the amendment or repeal.
(8) The registrar must note in the filed memorandum or rules, or both, of a housing cooperative any changes that are effected by subsection (7).
Cooperative Association Act
Memorandum of Association of the .................................
1 The name of the Association is ................................ .
2 The registered office of the Association will be located at ................................. .
3 The Association is restricted from carrying on the following businesses:
[Delete if inapplicable]
4 The Association is restricted from exercising the following powers:
[Delete if inapplicable]
5 The liability of the members is limited.
6 The capital of the Association consists of an unlimited number of shares divided into shares of the following denomination(s):
| Full Name, Resident Address and Occupation of Member | Number and Class of Shares |
| Total shares taken ............................................................... | |
We, the several persons whose names, addresses and occupations are subscribed, desire to be formed into an incorporated Association under the above Act, and agree to take the number and class of shares set opposite our respective names.
Dated ................................. [month, day, year].
[Full names to be signed in the presence of a witness, with addresses, occupations and the number of shares taken.]
Rules of the ..................................................................
Preliminary
1 In these rules, unless the context otherwise requires, words importing the singular include the plural, and vice versa, and words importing the masculine gender include females, and words importing persons include corporations;
"Act" means the Cooperative Association Act; and "call", "director", "extraordinary resolution", "memorandum", "officer" and "rules" have the meanings assigned to them by the Act.
Membership
2 Any person over the age of 16 years may be admitted to membership. The application must be made in writing to the directors, who may refuse or postpone it. No member may hold less than one or more than 25 shares in the Association.
3 A member may withdraw from the Association with the consent of the directors if he or she ceases to reside in the territory covered by it, and is entitled, on surrender of his or her certificate, to a refund of the amount paid up on his or her shares. The directors may also consent to a withdrawal in any other case where it seems just and equitable.
4 A member may transfer his or her shares with the approval of the directors, but they may refuse to assent to a transfer of any share not fully paid up on which the Association has a lien.
5 If a member dies or becomes insane or bankrupt, or makes an assignment for the benefit of creditors, the directors may either register the person entitled to his or her shares as a member or redeem the shares by paying to the party entitled the amount paid up on the shares.
Shares
6 All shares in the Association must be paid for in full in cash, and no part of the funds of the Association are to be employed in loans on the security of its shares.
7 The directors may make calls on the members for any money unpaid on their shares, and a call is deemed to have been made at the time when the resolution of the directors authorizing the call was passed.
8 If a call is not paid before or on the day appointed for payment, the person from whom the call is due must pay interest at the rate of 8% per year from the day appointed for the payment to the time of the actual payment, but the directors are at liberty to waive payment of that interest wholly or in part.
9 No member is to receive any dividend or interest on his or her shares, except in proportion to the amount paid up.
10 Every person whose name is entered in the register of members is without payment entitled to a certificate under the seal of the Association, specifying the shares held by him or her and the amount paid up. No shares are to be issued jointly.
11 Where a proposed redemption of shares, refund of amount paid up on shares or prepayment of a loan would, in the opinion of the directors, impair the financial position of the association, the directors must suspend the redemption, refund or prepayment.
12 The directors must not suspend a redemption, refund or prepayment for longer than one year unless the suspension is approved by extraordinary resolution.
Lien
13 The Association has a lien on a member's shares for a debt due to it by the member, and the lien extends to any dividend or interest credited to the members for the shares.
Forfeiture of Shares
14 If a member fails to pay any call on the day appointed for the payment, the directors may at any time after serve a notice on the members requiring payment within 14 days from the date of the notice of so much of the call as is unpaid, together with any interest which may have accrued.
15 If the requirements of a notice are not complied with, any share in respect of which the notice has been given may at any time after, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.
16 A forfeited share may be sold or otherwise disposed of on terms and in a manner the directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on terms the directors think fit.
17 A person whose shares have been forfeited ceases to be a member in respect of the forfeited shares, but, notwithstanding, remains liable to the Association for all money which at the date of forfeiture was presently payable by him or her to the Association in respect of the shares, but his or her liability ceases if and when the Association receives payment in full of the nominal amount of the shares.
Transfer of Shares
18 The instrument of transfer of any shares in the Association must be executed both by the transferor and transferee, and the transferor remains a holder of the shares until the name of the transferee is entered in the register of members.
19 Shares in the Association must be transferred in the following form, or in any usual or common form approved by the directors:
I, A.B., of ...................................... , in consideration of the sum of $ ....................... paid to me by C.D., of ........................................... (the "transferee"), do transfer to the transferee share(s) in the [name of Association], to hold unto the transferee, his or her personal representatives and assignees, subject to the conditions on which I held the same at the time of the execution; and I, the transferee, agree to take the share(s) subject to those conditions.
As witness our hands ........................... [month, day, year].
(Signature of witness) ......................................
(Signatures of A.B. and C.D.) ...................................
20 The instrument of transfer must be accompanied by the certificate of the shares to which it relates.
General Meetings
21 The first general meeting must be held in the third month from the date of incorporation at a time and place the directors determine.
22 A general meeting must be held once in every year on the last Tuesday in January at an hour and place prescribed by the Association in general meeting, or, in default, determined by the directors.
23 If the preceding general meeting or the directors resolve, a semi-annual general meeting must be held in the month of July to consider the financial position and progress of the association, the acts of the directors, and other business that may be brought before the meeting.
24 The directors may, whenever they think fit, and must, on a written requisition signed by not less than 1/5 in number of the members, call a special general meeting. A requisition must set out the object of the meeting and be deposited at the registered office. If the directors do not within 7 days after the deposit of the requisition call the meeting, the requisitionists may themselves convene a meeting.
25 Fourteen days' notice at the least of every general meeting, specifying the place, the day and the hour of meeting, and, in the case of special business, the general nature of that business, must be given to every member.
26 Business must not be transacted at a general meeting unless 1/4 of the members are present in person at the time when the meeting proceeds to business, and unless at all times not less than 3 members are personally present.
27 The president or, failing him or her, the vice president must preside as chair at every general meeting.
28 If there is no chair present within 30 minutes after the time appointed for holding the meeting, or willing to act, the members present must choose one of their number to be chair.
29 If within one hour from the time appointed for a general meeting a quorum is not present, the meeting, if convened on a requisition, must be dissolved; in any other case it stands adjourned to the same day in the next week at the same time and place, and if at the adjourned meeting a quorum is not present within one hour from the time appointed, the members present form a quorum.
30 The chair may, with the consent of a meeting at which a quorum is present, and must if so directed by the meeting, adjourn the meeting, but business must not be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
31 The order of business at a general meeting, according to circumstances, must be as follows:
(a) meeting to be called to order;
(b) notice convening meeting to be read;
(c) minutes of preceding meeting to be read and disposed of;
(d) business arising out of minutes;
(e) reports of standing and special committees;
(f) reports of directors and auditors;
(g) election of directors and auditors;
(h) special business;
(i) unfinished business;
(j) new business.
Voting
32 On a show of hands or on a poll, every member present in person has only one vote, but he or she is also entitled to vote as proxy in case of a poll for the election of directors.
33 The chair at any general meeting, both on a show of hands and a ballot, has a casting or second vote.
34 A member in arrears with a call on his or her shares may not vote for directors or at any general meeting, either personally or by proxy or as proxy for another member.
35 The instrument appointing a proxy must be in writing under the hand of the appointer, or, if the appointer is a corporation, under its common seal, and must be deposited at the registered office of the association not less than 48 hours before the time for holding the meeting at which the member named in the instrument proposes to vote, and in default the instrument of proxy is not valid.
36 An instrument appointing a proxy may be in the following form, or in any other form approved by the directors:
I, ..............................................., of.................................., being a member of [name of Association], hereby appoint ......................................, of ............................................, also a member of the Association, as my proxy to vote for me and on my behalf for the election of directors at the general meeting of the Association to be held on ............................. [month, day, year], and at any adjournment of it.
Signed ...................................... [month, day, year].
(Signature) .......................................................
37 In the case of a vote by show of hands, the declaration of the chair of the meeting is conclusive evidence of the result, unless 3 or more members before or on the declaration of the result demand a poll, when a poll must be taken immediately.
Directors
38 The number of directors must not be less than 3 nor more than 7, but may be increased or reduced in general meeting so that the number is never less than 3.
39 The first directors are the persons appointed by the subscribers to the memorandum, and hold office until the first general meeting.
40 At the first general meeting and each annual general meeting the directors must be elected by the members, but any casual vacancy may be filled up by the directors.
41 If at any meeting at which an election of directors ought to take place the places of the vacating directors are not filled up, the meeting stands adjourned to the same day in the next week at the same time and place. If at the adjourned meeting the places of the vacating directors are not filled, the vacating directors are deemed to have been elected again at the adjourned meeting.
42 The Association may, by extraordinary resolution, remove any director before the expiration of his or her term of office, and may appoint another person in his or her stead.
43 Every director must be a member of this Association and hold at least one share.
44 The office of director must be vacated if the director
(a) ceases to be a member or hold one share;
(b) holds any other office of profit under this Association, except that of manager, secretary or treasurer;
(c) is concerned or participates in the profits of a contract with the Association;
(d) is absent from 3 consecutive regular meetings of the directors without the consent of the directors;
provided that (1) no director must vacate his or her office by reason of his or her being a member of a company which has entered into contracts with or done any work for this Association; but the director must disclose the fact of membership to the other directors, and must not vote in respect of that contract or work, and if he or she does vote his or her vote must not be counted; and (2) a director has the right at all times to sell or consign for sale to the Association agricultural or manufactured product grown or made by the director or in which he or she has an interest.
45 The business of the Association must be managed by the directors, who may pay from its funds the expenses of its incorporation and may exercise all its powers, subject to the Act and these rules.
46 The directors must elect a president and vice president from their number, and may appoint a manager, secretary and treasurer, whether from their own body or otherwise, as they think fit, and may prescribe their duties and fix their remuneration and dismiss them. The vice president must exercise the powers of the president in his or her absence.
47 The directors may delegate any of their powers to committees consisting of members of their body as they think fit; any committee formed must, in the exercise of the powers delegated, conform to any regulations that may be imposed on them by the directors.
48 The directors must cause minutes to be made in books provided for the purpose
(a) of all appointments of officers made by them;
(b) of the names of the directors present at each meeting of directors or committee;
(c) of all resolutions and proceedings at all meetings of the Association, the directors or any committee;
and every director present at a meeting of directors or committee must sign his or her name in a book kept for that purpose.
49 The directors must cause proper registers of the members and directors to be kept at the registered office, and must in all other respects comply with the Act.
50 The Association in general meeting must determine the remuneration, if any, of the directors, and the amount, if any, allowed to them for expenses.
51 All meetings of the directors must be held in British Columbia, and the quorum necessary for the transaction of business may be fixed by the directors, and unless fixed is 3.
52 The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting must be decided by a majority of votes. In case of an equality of votes the chair has a second or casting vote. A director may, and the secretary, on the requisition of a director, must, at any time summon a meeting of the directors.
53 A resolution signed by all directors has the same force and effect as if passed at a duly constituted meeting of the directors.
Financial
54 Every officer of the Association having receipt or charge of money must before entering on his or her duties, give security considered necessary by the directors.
55 The directors must not invest any part of the funds of the Association exceeding the sum of $1 000 on any one occasion without the sanction of an extraordinary resolution or unless the monies are to be invested in a security or class of securities in which trustees are permitted to invest trust funds under the Trustee Act.
56 The directors may, at their discretion, raise or borrow or secure the payment of money for the purposes of the Association, but debentures must not be issued and the amount at any one time owing in respect of money raised, borrowed, or secured must not exceed the amount of capital subscribed without the sanction of an extraordinary resolution.
57 The directors must cause true accounts to be kept of
(a) all money received and expended and the matter for which that receipt and expenditure takes place; and
(b) the assets and liabilities of the Association.
58 The books of accounts must be kept at the registered office of the Association, and may for temporary purposes be kept at another place the directors think fit, and must at all reasonable times be open to the inspection of the directors and members.
59 One or more auditors must be appointed by the Association at its first general meeting and at every annual general meeting after, but a casual vacancy in the office of auditor may be filled up by the directors. No director or officer may be appointed or act as auditor.
60 Every member must be supplied free of charge with a copy of the financial statements required by section 41 (2) of the Act.
61 The directors must report to the meeting the state of the Association's affairs and the amounts, if any, which they recommend to be paid
(a) by way of dividend, and
(b) as bonus to the vendor and purchaser patrons of the Association, respectively.
62 The directors must, before recommending any dividend, set aside out of the profits of the Association, in accordance with the Act, a sum they think proper, and not being less than 10% of the net profits, toward the reserve fund, which must be applicable for meeting contingencies; and pending application may, at the like discretion, either be employed in the business of the Association or be invested in a manner the Act permits and the directors think advisable.
63 The Association in general meeting must declare dividends and bonuses, but a dividend or bonus must not exceed the amount recommended by the directors.
64 A dividend or bonus must not be paid otherwise than out of profits, and a dividend on shares must not be at a rate in excess of 8% per year.
65 All dividends must be declared and paid according to the amounts paid up on the shares.
66 A copy of the financial statements required by section 41 (2) of the Act must be sent to every member at least 14 days before the meeting at which it is to be presented.
Disputes
67 Any dispute arising out of the affairs of the Association, between a member, or any person aggrieved who has for not more than 6 months ceased to be a member, or any person claiming through a member or person aggrieved, or claiming under the rules, and the Association or a director, must be referred to a committee of 3 members of the Association. The president and the member or other person aggrieved must each nominate one member, and the third must be chosen by the 2 nominated. The decision of the committee is final and binding on all parties and may be enforced on application to the Supreme Court.
Notices
68 A notice under the Act or these rules must be in writing, and may be given by the Association to any member either personally or by sending it by registered post to his or her registered address.
69 Where a notice is sent by post, service of the notice must be effected by properly addressing, prepaying and posting a letter containing the notice, and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.
The Seal
70 The seal of the Association must not be affixed to any instrument except by the authority of a resolution of the directors or of the Association, and in the presence of the president and the secretary or other person the directors appoint for the purpose; and these 2 persons must sign every instrument to which the seal of the Association is affixed in their presence.
71 The directors must provide for the safe custody of the seal of the Association, which must be deposited at its registered office.
Alteration of Rules
72 These rules may only be altered or added to by extraordinary resolution.
73 Each member on being registered must be furnished, on his or her request and on payment of 50¢, with a copy of the memorandum and rules of the Association.
Dated ......................................... [month, day, year].
[Names of the subscribers to the memorandum of association to be signed in the presence of a witness.]
[Instructions. — Where the above rules are not adopted or only adopted in part, the following forms should be used according to circumstances:
(1) "The rules in Schedule B of the Act do not apply"; or
(2) "Subject as hereinafter provided, the rules in Schedule B of the Act apply:
" '(a) Rule ............... does not apply'; or ...............,
" '(b) Rule ............... is altered as follows: ............... .'
" '(c) The following is added as Rule ............... .' "]
Matters to Be Provided for by the Rules of an Association Under This Act
1 Terms of admission to membership.
2 Determination of the minimum and maximum number of shares in each class that a member may hold.
3 Determination whether and how shares in the Association are transferable, and, if so, provision for a form of transfer.
4 Determination whether and on what terms shares in the Association may be withdrawn and redeemed.
5 The appointment and removal of directors, managers or other officers, and their respective powers.
6 Provisions respecting borrowing.
7 Provisions respecting investment.
8 Mode of convening and holding general meetings, and right of voting.
9 Provision for the audit of accounts and the appointment of auditors.
10 Mode of application of profits.
11 Provision for the use and custody of the seal.
12 Provisions respecting alteration of the rules.
Table of Fees
| 1 | For incorporation, amalgamation or restoration of Association..................... | $250.00 | |
| 2 | For a certificate of true copy or extract.................................................... | 25.00 | |
| 3 | For each search conducted through the B.C. OnLine information service using a person's own computer terminal.................................................. | 7.00 | * |
| 4 | For each search conducted by a person using a computer terminal provided by the government............................................................................... | 8.00 | * |
| 5 | For each search conducted by government personnel................................ | 10.00 | |
| 6 | Item 5 does not apply to a search made as part of the review by the registrar of an application to hold or reserve a name. | ||
| 7 | For registration, amalgamation or restoration of extraprovincial Association | 250.00 | |
| 8 | For filing or registering any notice, return or other document required by this Act............................................................................................... | 20.00 | |
| 9 | For a copy of or extract from a document, for every page or part of a page | .50 | |
| 10 | For pre-vetting of documents to be filed with the registrar......................... | 100.00 | |
| 11 | For filing an annual report..................................................................... | 30.00 | |
| 12 | For filing and certification of resolutions as required by this Act.................. | 70.00 | |
| 13 | For changing the name of an association................................................. | 100.00 | |
| 14 | For a continuation under section 67 or 68 the same fees that are charged for a continuation under section 36 or 37 of the Company Act. |
*In addition to a fee marked by an asterisk, a further operator fee of $1.50, plus any G.S.T. applicable to the operator fee, may be charged for any transaction done by electronic means from a location outside a government office or at a government office by a person who is not a government employee.
Acts
| Short Title | Reference |
| Co-operative Associations Act........................................... | R.S.B.C. 1911, c. 48 |
| Industrial and Provident Societies Act................................ | R.S.B.C. 1911, c. 105 |
| Co-operative Associations Act........................................... | R.S.B.C. 1948, c. 69 |