Co-operative Associations Regulations

Link to law: https://www.novascotia.ca/just/regulations/regs/coopgen.htm

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Co-operative Associations Regulations
made under Section 64 of the

Co-operative Associations Act

R.S.N.S. 1989, c. 98

O.I.C. 78-833 (July 25, 1978), N.S. Reg. 155/78

as amended to O.I.C. 2015-96 (March 31, 2015, effective May 1, 2015), N.S. Reg. 87/2015

Membership and shares

1     The approval of the Board of Directors of an application for membership or of theallotment, assignment, or transfer of shares shall be recorded in the book of theproceedings of the Board and the name of the approved applicant shall be enteredforthwith in the register of members.

 

2     Where there are joint holders of any share or membership, any one of such persons mayvote at any meeting, such person to be decided by the joint holders of any share ormembership. If one of the joint holders is elected to the Board of Directors, then, thatperson shall hold the privilege of the vote.

 

3     The association shall not be required to issue a certificate of title to shares, member loansor membership, but shall issue to each member within six months of the end of each fiscalyear, a statement of the member's equity in the association.

 

4     In accordance with Section 29(2) of the Act, any member who fails to make the agreedpayments for shares subscribed, or for his membership fee, or for other agreed fees may, atthe discretion of the Board of Directors, be expelled from membership. In such cases, themoney already paid for shares subscribed shall be returned to him, subject to Section 26(2)of the Act. Membership fees shall not be refunded to an expelled member of anassociation limited by membership unless provision to the contrary has been made in theby-laws.

 

5     A copy of the by-laws of an association shall be given to each member on demand.

Section 5 amended: O.I.C. 2002-490, N.S. Reg. 136/2002.

 

6     Subject to Section 29(2) of the Act, and subject to the approval of the Inspector, the Boardof Directors shall have the authority to repurchase the shares or member loans and tocancel the membership of any member who has died; who has ceased to patronize thebusiness of the association; who has failed to meet his installments within the timespecified; or for any other reason has been judged unfit for membership.

Capital

7     (1)    The capital of an association limited by shares shall be composed of

 

                (a)    shares (fully paid for) and includes preference shares;

 

                (b)    loan capital;

 

                (c)    retained earnings including reserves;

 

                (d)    contributed surplus.

 

       (2)    The capital of an association limited by membership shall be the same as that for anassociation limited by shares, except that it shall have no shares.

 

8     The shares in an association limited by shares shall have the par value stated in theArticles of Incorporation and by-laws, but any number of shares may be issued.

 

9     Members desiring to dispose of their shares or member loans must first offer them to theassociation through the Board of Directors who are authorized to redeem them at a pricenot exceeding their par value or book value, whichever is less. If the association throughthe Board of Directors is unable or does not desire to redeem such shares or member loans,the member shall have the right to dispose of them to any person approved by the Board ofDirectors. Redemption of shares or member loans shall be subject to such other provisionspertaining thereto in the by-laws of the association.

Reserves

10   Every association shall create a general reserve by setting aside annually from the netsavings an amount as set out in the by-laws of the Association.

Meetings of members

11   All meetings of an association shall be governed in accordance with its by-laws or, in theabsence of by-laws relating to meetings, by Robert’s Rules of Order.

Section 11 replaced: O.I.C. 2002-490, N.S. Reg. 136/2002.

Section 12 repealed: O.I.C. 2002-490, N.S. Reg. 136/2002.

 

13   If within half an hour from the time appointed for the meeting a quorum is not present, themeeting, if convened upon the requisition of members, shall be dissolved; in any othercase, it shall stand adjourned to a period not less than two weeks, and if, at the adjournedmeeting a quorum is not present within half an hour from the time appointed for themeeting, the members present shall be a quorum and may proceed to transact the businessfor which the meeting was called.

 

14   The annual meeting shall be held at a time and place determined by the Board of Directorsand specified in the call to the meeting. Notice of meeting shall be posted prominently inthe association's place of business and shall also be sent in the form of a notice to theaddress of every member as registered on the books of the association unless otherwiseprovided by the by-laws. Notice shall be sent at least ten (10) calendar days prior to themeeting.

 

15   The order of business for the annual meeting of an association shall be as follows:

 

                (a)    the meeting to be called to order by the President or Acting President;

 

                (b)    the reading and disposal of the minutes of the preceding meeting;

 

                (c)    business arising out of the minutes;

 

                (d)    reports of committees;

 

                (e)    reports of officers;

 

                (f)    report of auditor;

 

                (g)    unfinished business;

 

                (h)    nomination and election of directors;

 

                (i)     appointment of auditor;

 

                (j)     new business.

 

16   The regular business of an annual meeting shall be

 

                (a)    to receive and consider the gain and loss statement, the balance sheet and thereports of the directors and of the auditor;

 

                (b)    to elect directors in place of those retiring or whose term has expired;

 

                (c)    to transact any other business which under these regulations or the Act ought tobe transacted at such meeting.

 

17   Special meetings of the membership may be called at any time by the Board of Directorsand such meetings must be called whenever a petition therefor is signed by at least fiftymembers or ten percent of the members of the association, whichever is the lesser number,and presented to the Board of Directors. Notice of special meetings shall be given in thesame manner as is provided for annual meetings under regulation [Section] 14 and shallstate time, place and purpose of such meetings and the business to come before it, and nobusiness [other] than that specified in the notice shall be transacted.

 

18   An association may make, repeal or amend its by-laws at a special or annual meeting by anextraordinary resolution. An extraordinary resolution may be presented for passing at anymember meeting called in accordance with Sections 14 and 17 of these regulationsprovided that in the notice of the meeting the general nature of the resolution has beenincluded and that the notice specifies that the resolution will be presented as anextraordinary resolution.

Section 19 repealed: O.I.C. 2002-490, N.S. Reg. 136/2002.

Board of Directors

20   The length of a term of office, the number of directors and the maximum number ofconsecutive terms to be held by directors may be specified in the by-laws.

 

21   The Board of Directors shall meet after the first general meeting of the association, andsubsequently after each annual meeting, and shall organize by electing for the current yearfrom their own number, a President and a Vice-President.

 

22   The directors may delegate any of their powers, other than the powers to borrow and makecalls, to committees consisting of one or more member or members as they think fit. Anycommittee so formed shall conform to any regulations that may from time to time beimposed upon it by the directors.

 

23   (a)    Unless the Cooperative Associations Act, the Articles of Incorporation or theseregulations expressly direct or require powers to be exercised or Acts to be done bythe Association in general meeting, all such powers and acts may be exercised ordone by the Board of Directors.

 

       (b)    Notwithstanding clause (a), the association in general meeting may limit the powers,acts or things to be done by the Board of Directors provided that no limitation somade shall invalidate any prior act of the directors which would have been valid ifsuch limitation had not been made.

 

24   Without restricting the generality of the terms of Section 23 and without prejudice to thegeneral powers conferred thereby, and the other powers conferred by these regulations, it ishereby expressly declared that the directors shall have the following powers, that is to say,power from time to time:

 

                (1)    to take such steps as they think fit to carry into effect any agreement or contractmade by or on behalf of the association;

 

                (2)    to appoint and, at their discretion, to remove or suspend such managers,secretaries and treasurers who may or may not be directors (subject to 27(b)) asthey may from time to time think fit, to determine their powers and duties and fix their salaries, to require security in such instances and to such amount asthey think fit, and to determine that the same person may hold the offices ofsecretary and treasurer;

 

                (3)    to make and give receipts, releases and other discharges for money payable tothe association and for claims and demands of the association;

 

                (4)    to determine who shall be entitled to sign on the Association's behalf bills,notes, receipts, acceptances, endorsements, cheques, releases, contracts andother documents;

 

                (5)    subject to the provisions of Section 16 of the Act, to invest and deal with anyof the monies of the association not immediately required for the purposesthereof, upon such securities, and in such manner as they may think fit andfrom time to time vary or realize such investments;

 

                (6)    in the name of and on behalf of the association

 

                         (a)    to enter into, to cancel and to vary all negotiations and contracts;

 

                         (b)    to execute and do all such acts, deeds and things as may be expedient forthe purpose of the association.

 

25   The President shall act as Chairman at all meetings of the association and of the Board ofDirectors. In his absence or inability to act, the Vice-President shall act as Chairman. Inthe absence of the President and Vice-President, the directors present shall elect one fromamong themselves to act as Chairman on that occasion.

Section 26 repealed: O.I.C. 2002-490, N.S. Reg. 136/2002.

 

27   No person shall be eligible to hold office as director of the association

 

                (a)    who is not a member of the association except where the member of theassociation consists of other associations, societies, partnerships, corporationsor institutions;

 

                (b)    who is an employee of the association for more than thirty days in the calendaryear unless approved by the Inspector;

 

                (c)    who engages in business which competes with the business of the associationunless approved by the Inspector;

 

                (d)    who has failed to attend three consecutive meetings of the Board of Directorswithout just cause.

General

28   The seal of the association shall not be affixed to any instrument, except by authority of theBoard of Directors and any instrument to which the seal of the association is so affixedshall be signed by the duly authorized signing officers of the association.

 

29   Subject to Section 61 of the Act, the association may in its Articles of Incorporation and/orby by-law specify the manner in which the amount remaining after all creditors andmembers equity have been satisfied shall be distributed in the event of dissolution of theco-operative.

Section 30 repealed: O.I.C. 2002-490, N.S. Reg. 136/2002.

Section 31 repealed: O.I.C. 2002-490, N.S. Reg. 136/2002.

 

32   Each association shall adopt by-laws which shall specify at least the following:

 

                (a)    the name of the association and the address of its registered office;

 

                (b)    the date of its fiscal year end;

 

                (c)    the par value of its shares or the annual or other periodic membership fees;

 

                (d)    the maximum interest rate to be paid on shares and/or member loans;

 

                (e)    the number of members or percentage of total membership required to form aquorum at annual or special membership meetings;

 

                (f)    the terms of payment for shares or the terms of payment or other periodicmembership fees;

 

                (g)    the procedure required for the calling of annual and special meetings;

 

                (h)    the qualifications necessary for a person to become a director;

 

                (ha)  the qualifications necessary for a person to become a member;

Clause 32(ha) added: O.I.C. 2002-490, N.S. Reg. 136/2002.

 

                (i)     any specific duties and responsibilities of directors and officers not set out inthe regulations;

 

                (j)     the minimum number of meetings the directors are required to hold, thenumber of members required for a quorum of the Board, the frequency ofBoard meetings, the length of term for a director and the maximum ofconsecutive terms directors may serve and the number of directors constitutingthe Board;

 

                (k)    the manner in which vacancies on the Board of Directors may be filled;

 

                (l)     the manner in which the association may borrow and secure the payment ofmoney;

 

                (m)   the manner in which the association may borrow money from its members fordefinite periods of time and at specific rates of interest;

 

                (n)    whether a minimum amount of patronage is required in a fiscal year from amember before he is eligible for a patronage return;

 

                (o)    whether patronage return will be paid in cash, credited to share capital of themembers, left with the association in the form of a loan or applied to members'debts to the association;

 

                (p)    the manner in which members may withdraw from the association;

 

                (q)    the manner in which reserves are created.

Fees

33   The following fees are payable for services rendered by the Inspector and the Registrar:

 

                (a)    for registering articles of incorporation and bylaws...............................$133.35

Clause 33(a) replaced: O.I.C. 2015-96, N.S. Reg. 86/2015.

 

                (b)    for registering an amalgamation or continuance agreement....................$133.35

Clause 33(b) replaced: O.I.C. 2015-96, N.S. Reg. 86/2015.

 

                (c)    for registering a change of name.............................................................$62.30

Clause 33(c) replaced: O.I.C. 2015-96, N.S. Reg. 86/2015.

 

                (d)    for providing a photocopy, certified copy or stamped copy of

 

                         (i)     bylaws...........................................................................................$24.95

 

                         (ii)    a document other than bylaws........................................................$12.45

Clause 33(d) replaced: O.I.C. 2015-96, N.S. Reg. 86/2015.

 

                (e)    for filing an annual Inspector’s report......................................................$33.00

Clause 33(e) replaced: O.I.C. 2015-96, N.S. Reg. 87/2015.

 

                  (f)     for searching a proposed association name using the Newly Updated
Automated Name Search (NUANS) system

 

                            (i)    Atlantic provinces search including federal trade
names and trademark.............................................................$53.09 (plus HST)

 

                            (ii)   Canada-wide database search................................................$66.30 (plus HST)

Clause 33(f) replaced: O.I.C. 2015-96, N.S. Reg. 86/2015.

Section 33 replaced: O.I.C. 2008-176, N.S. Reg. 146/2008.

Application respecting payment of balance remaining on dissolution or wind-up ofassociation

34   (1)    An application by an association to the Inspector pursuant to clause 61(3)(a) of theCo-operative Associations Act for approval of the manner of payment of the balanceremaining on wind-up or dissolution of the association shall be made in writing andshall include the following information:

 

                (a)    the date of the application;

 

                (b)    the name and address of the association;

 

                (c)    any details respecting the association’s finances that are relevant to theapplication;

 

                (d)    the amount of the remaining balance to be paid;

 

                (e)    whether payment of the remaining balance was considered in a special orannual meeting of the members of the association and, if so,

 

                         (i)     the date and place of the meeting,

                         (ii)    whether a resolution with respect to the payment was put to the members

at the meeting, and

                         (iii)   the results of the vote, if any, on the resolution referred to in subclause(ii); and

 

                (f)    if the association has identified an organization or association to which theremaining balance is proposed to be paid, the name and address of theidentified organization or association.

 

       (2)    In deciding on an application made by an association in accordance with subsection(1), the Inspector shall consider the following:

 

                (a)    if the application identifies an organization or association in accordance withclause (1)(f), whether the identified organization or association is a non-profitassociation as defined in Section 61A of the Act; and

 

                (b)    any other matters considered relevant by the Inspector.

Section 34 added: O.I.C. 2002-490, N.S. Reg. 136/2002.

Payment of remaining balance pursuant to subsection 61(4) of Act

35   The remaining balance payable with respect to an association pursuant to subsection 61(4)of the Co-operative Associations Act shall be paid in equal shares to the organizations ornon-profit associations eligible to receive it in accordance with that subsection.

Section 35 added: O.I.C. 2002-490, N.S. Reg. 136/2002.