AR 55/2002 COOPERATIVES REGULATION (Consolidated up to 134/2013)
ALBERTA REGULATION 55/2002
Cooperatives Act
COOPERATIVES REGULATION
Table of Contents
Part 1 General
Names
1 Definitions
2 Similar names
3 Minor differences
4 Identical names
5 Distinctive meaning through use
6 Family names
7 Name of amalgamated cooperative
8 Additional form of name
9 Limited number of characters
10 Permitted characters
11 Year in name
12 Objectionable names
13 Proposed names
14 Other prohibited affiliations
15 Director’s powers
16 Name search reports
Meetings
17 Location of meetings
18 Organizational and first meeting of members
19 Annual and special meetings of members and shareholders
20 Notice of meetings
21 When notice not required
22 Failure to receive notice
23 Record dates
24 Special business
25 Waiver of notice
26 Requisition for a meeting
27 Member or shareholder calling meeting
28 Meetings not called as required
29 Meeting called by the Court
30 Notice of proposals
31 Liability for circulation of proposals
32 Refusal to include proposal
33 Voting rights of members and shareholders
34 Quorum - investment shareholders
35 Quorum - members
36 Members who are not individuals
37 Joint voting by members and shareholders
38 Voting by show of hands
39 Electronic voting
40 Resolution in place of meeting
41 One-person meeting
Miscellaneous Provisions
42 Additional information for articles of incorporation
42.1 Continuance
42.2 Revival and continuance of Alberta incorporated associations under former Act
42.3 Continuance of extra‑provincial associations as extra‑provincial cooperatives
42.4 Revival of associations dissolved under former Act
43 New generation cooperative articles
44 Prescribed laws
45 Contents of by-laws
46 Disclosure of financial assistance
47 Securities records
48 Prescribed financial statements
49 Fees
50 Forms
Part 2 Special Rules Respecting Extra‑provincial Matters
Division 1 Interpretation and Designations
51 Definitions
52 Designations
Division 2 Alberta Cooperatives
53 Registration in jurisdiction of designated extra provincial director
54 Maintaining registration
55 Requests, information and documents
56 Provision of other information to designated extra provincial director
Division 3 Designated Extra provincial Cooperatives
57 Registrations and filings of designated extra provincial cooperatives
58 Registration
59 Head office
60 Attorney for service
61 Changes in name
62 Cancellation of assumed name
63 Changes in head office
64 Changes in attorney for service
65 Instrument of amalgamation
65.1 Change of home jurisdiction by designated extra‑provincial cooperative
65.2 Change of home jurisdiction by registered extra‑provincial cooperative
66 Application to cancel registration
67 Cancellation of registration without notice
68 Cancellation of registration with notice
70 Liability for obligations
71 Collection of information
72 Complete information required
73 Form of information
74 Certificates
75 Certificate as evidence 76 Fee exemption
77 Application of provisions of Act
Part 3 Expiry
78 Expiry
Schedules
Part 1 General
Names
Definitions
1 In sections 2, 3 and 4,
(a) “Canada corporation” means a Canada corporation within the meaning of the Business Corporations Act;
(b) “corporation” means a corporate entity, however incorporated, that is incorporated in Alberta, a registered extra-provincial corporation and a Canada corporation;
(b) “dissolved corporation” means a dissolved corporation that was incorporated in Alberta.
Similar names
2(1) A cooperative and an extra-provincial cooperative registered in Alberta may not have a name that is similar to the name of a corporation unless that corporation consents in writing to the use of the name in whole or in part.
(2) A cooperative and an extra-provincial cooperative registered in Alberta may not have a name that is similar to the name of a dissolved corporation unless the dissolved corporation has been dissolved for more than 3 years.
(3) For the purposes of subsections (1) and (2), a name is similar if it is
(a) a name that would reasonably lead to the inference that the cooperative or extra-provincial cooperative bearing the name is or would be associated or affiliated with the corporation or dissolved corporation if the cooperative or extra-provincial cooperative and the corporation or dissolved corporation are not or will not be associated or affiliated, or
(b) a name whose similarity to the name of the corporation or dissolved corporation would lead someone who has an interest in dealing with the corporation or dissolved corporation to deal with the cooperative or extra-provincial cooperative bearing the name in the mistaken belief that he or she is dealing with the corporation or dissolved corporation.
Minor differences
3(1) A cooperative and an extra-provincial cooperative registered in Alberta may not have a name where the only difference from the name of a corporation or of a dissolved corporation is
(a) the addition or deletion of punctuation marks or spaces,
(b) the insertion or removal of a year in the name,
(c) a difference in the legal element of the name referred to in section 16(1) of the Act,
(d) the substitution of a word for its abbreviation or an abbreviation for the word,
(e) the substitution of a word for its homonym,
(f) the addition or deletion of an article, or
(g) any other change that does not produce a phonetic difference between the name and the name of the corporation or dissolved corporation.
(2) Subsection (1)(b) to (g) as they apply to a corporation do not apply
(a) where the corporation consents in writing and undertakes to
(i) change its name, or
(ii) dissolve
within 6 months, or
(b) in the case of a corporation that is a registered extra-provincial corporation, where the registered extra-provincial corporation undertakes to
(i) cease to be registered in Alberta, or
(ii) change its name in its home jurisdiction
within 6 months.
(3) Subsection (1)(b) to (g) as they apply to a dissolved corporation do not apply where the dissolved corporation has been dissolved for at least 3 years prior to the time the cooperative or extra-provincial cooperative has the name.
Identical names
4(1) A cooperative or an extra-provincial cooperative may have a name that is identical to the name of a corporation incorporated in Alberta if
(a) the corporation has ceased to use its name,
(b) the name is not a number name,
(c) the corporation and the cooperative or extra-provincial cooperative wishing to have the name were affiliated at the time the corporation ceased to use the name,
(d) the corporation provided its consent to the cooperative or extra-provincial cooperative having the name, and
(e) the cooperative or extra-provincial cooperative wishing to have the name undertakes to amend all titles and public registrations in the name of the corporation to reflect the change within 6 months.
(2) A cooperative or extra-provincial cooperative may have a name that is identical to the name of a dissolved corporation if
(a) the name is not a number name,
(b) the dissolved corporation and the cooperative or extra-provincial cooperative wishing to have the name were affiliated at the time the dissolved corporation was dissolved,
(c) the dissolved corporation consented in writing before it was dissolved to the cooperative or extra-provincial cooperative having the name, and
(d) the cooperative or extra-provincial cooperative wishing to have the name undertakes to amend all titles and public registrations in the name of the dissolved corporation to reflect the change within 6 months.
(3) If an undertaking under subsection (1)(e) or (2)(d) is not carried out, the Director may, by notice in writing, giving reasons, direct the cooperative or extra-provincial cooperative to change its name to one that the Director approves within 90 days of the date of notice.
Distinctive meaning through use
5 No cooperative may have a name that
(a) is too general,
(b) is only descriptive, in any language, of the quality, function or other characteristics of the goods or services in which the cooperative deals or intends to deal, or
(c) is primarily or only the name or surname of an individual who is living or has died within 30 years preceding the date the name is used
unless the name has through use acquired a meaning that renders the name distinctive.
Family names
6 No cooperative may have a name that contains a word or expression, an element of which is the family name of an individual, whether or not the word or expression is preceded by the individual’s given name or initials, unless the individual or the individual’s heir, executor, administrator, assign or guardian consents in writing to the use of the name.
Name of amalgamated cooperative
7 When 2 or more cooperatives amalgamate, the name of the amalgamated cooperative may be identical to the name of one of the amalgamating cooperatives if the name is not a number name.
Additional form of name
8(1) An additional form of name pursuant to section 16(2) of the Act must be a direct translation of the cooperative name.
(2) Notwithstanding subsection (1), changes may be made to the additional form of name to ensure that it is idiomatically correct.
Limited number of characters
9 No cooperative may have a name that exceeds 200 characters in length, including punctuation marks and spaces.
Permitted characters
10(1) The name of a cooperative or an extra-provincial cooperative registered in Alberta may contain only the following:
(a) letters of the alphabet of the English language;
(b) Arabic numerals;
(c) the following punctuation or other marks:
(i) !
(ii) “
(iii) #
(iv) $
(v) %
(vi) &
(vii) ‘
(viii) ()
(ix) *
(x) +
(xi) ,
(xii) .
(xiii) -
(xiv) /
(xv) :
(xvi) ;
(xvii) >
(xviii)
