PART 19Remedies, Offences and Punishment (continued)
Marginal note:Evidence of member or shareholder approval not decisive
341 (1) No application made and no action brought or intervened in under this Part is to be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the cooperative or any of its subsidiaries has been or may be approved by the members or shareholders, but evidence of approval by the members or shareholders must be taken into account by the court in making an order under section 313 or this Part.
Marginal note:Court approval to discontinue
(2) No application made and no action brought or intervened in under this Part is to be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court considers appropriate.
(3) If the court determines that the interests of a complainant may be substantially affected by a stay, discontinuance, settlement or dismissal mentioned in subsection (2), the court may order any party to the application or action to give notice of the application or action to the complainant.
Marginal note:No security for costs
(4) A complainant is not required to give security for costs in an application made or action brought or intervened in under this Part.
Marginal note:Interim costs
(5) In an application made or an action brought or intervened in under this Part, the court may at any time order the cooperative or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for any interim costs so paid on the final disposition of the application or action.
- 1998, c. 1, s. 341
- 2011, c. 21, s. 115
Marginal note:Application to court to rectify records
342 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in or wrongly deleted or omitted from the registers or other records of a cooperative, the cooperative, a security holder of the cooperative or any aggrieved person may apply to the court for an order that the registers or records be rectified.
Marginal note:Power of court
(2) On an application made under this section, the court may make any order it considers appropriate, including an order
(a) requiring the registers or records of the cooperative to be rectified;
(b) restraining the cooperative from calling or holding a meeting or allocating or paying a dividend or interest on shares or a patronage refund before rectification of the registers or records;
(c) determining the right of a party to the proceedings to have the party’s name entered or retained in or deleted or omitted from the registers or records of the cooperative, whether the issue arises between two or more members or security holders, or alleged members or security holders, or between the cooperative and a member or security holder or alleged member or security holder; or
(d) compensating a party who has incurred a loss by reason of the wrongful entry, retention, deletion or omission.
Marginal note:Application for directions
343 The Director may apply to a court for directions in respect of any matter concerning the Director’s duties under this Act and, on the application, the court may give any directions that it thinks fit.
Marginal note:Notice of refusal by Director
344 (1) The Director must file all documents that are required to be sent to him or her under this Act. If the Director refuses to file any of those documents, the Director must, no later than twenty days after the later of the receipt of the document and the receipt of any approval that may be required under any other law, give written notice of the refusal to the person who sent the document, giving reasons for the refusal.
Marginal note:Deemed refusal
(2) If the Director does not file or give written reasons of refusal to file the documents within the twenty days provided for in subsection (1), the Director is deemed to have refused to file the document.
Marginal note:Appeal from Director’s decision
345 A person who feels aggrieved by a decision of the Director referred to in any of paragraphs (a) to (f) may apply to a court for an order, including an order requiring the Director to change the decision:
(a) to refuse to file in the form submitted any articles or other documents required by this Act to be sent;
(b) to give a name, change or revoke a name or refuse to reserve, accept, change or revoke a name under this Act;
(c) to grant, or to refuse to grant, an exemption that may be granted under this Act and the regulations;
(d) to refuse to issue a certificate of discontinuance or a certificate attesting that as of a certain date the cooperative exists under section 375;
(d.1) to correct, or to refuse to correct, articles, a notice, a certificate or other document under section 376.1;
(d.2) to cancel, or to refuse to cancel, the articles and related certificate under section 376.2;
(e) to issue, or refuse to issue, a certificate of revival or the decision with respect to the terms for revival imposed by the Director; or
(f) to dissolve a cooperative under section 311.
- 1998, c. 1, s. 345
- 2001, c. 14, s. 222
Marginal note:Restraining or compliance order
346 If a cooperative or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a cooperative does not comply with this Act, the regulations, the articles, the by-laws or a unanimous agreement, a complainant or the Director may, in addition to any other right, apply to a court for an order directing any such person to comply with or restraining them from acting in breach of it. On the application, the court may order compliance and make any further order it thinks fit.
- 1998, c. 1, s. 346
- 2011, c. 21, s. 116(E)
Marginal note:Summary application to court
347 When this Act states that a person may apply to a court, the application may be made in any summary manner by petition, originating notice of motion or otherwise as the rules of court provide and subject to any order respecting notice to interested parties or costs or any other order the court thinks fit.
Marginal note:Appeal of final order
348 (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.
Marginal note:Appeal on leave
(2) An appeal lies to the court of appeal of a province from any other order made by a court of that province, only with leave of the court of appeal in accordance with the rules of that court.
Marginal note:Offences with respect to this Act
349 (1) Every person who knowingly contravenes section 31, 32 or 33, subsection 165(1), section 166, 168, 169, 172, 251 or 252, subsection 260(2), 264(1) or (3) or 272(5), section 325 or 335 or any other provision of this Act or who does not fulfil a duty imposed under this Act is guilty of an offence punishable on summary conviction.
Marginal note:Offences with respect to the regulations
(2) Every person who, without reasonable cause, contravenes a provision of the regulations or does not fulfil a duty imposed by the regulations is guilty of an offence punishable on summary conviction.
Marginal note:Offences with respect to reports
(3) A person is guilty of an offence punishable on summary conviction if the person knowingly makes or assists in making a report, return, notice or other document required by this Act or the regulations to be sent to the Director or to any other person that
(a) contains an untrue statement of a material fact; or
(b) omits to state a material fact required in it or necessary to make a statement contained in it not misleading in the light of the circumstances in which it was made.
Marginal note:Order to comply
350 (1) If a person is guilty of an offence under this Act or the regulations, the court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order the person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.
Marginal note:Limitation period
(2) A prosecution of an offence under this Act may be instituted at any time within but not later than two years after the time when the subject-matter of the complaint arose.
Marginal note:Civil remedy not affected
(3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.
Marginal note:Alternative resolution
351 The Minister of Agriculture and Agri-Food may, in accordance with any regulations, provide assistance with respect to the alternative resolution of any dispute relating to the affairs of a cooperative.
PART 20Additional Provisions Respecting Non-profit Housing Cooperatives
352 This Part applies to cooperatives for which articles are issued to carry on business as non-profit housing cooperatives.
Marginal note:Requirement of articles
353 The articles of a non-profit housing cooperative must provide that
(a) the name of the non-profit housing cooperative include the words “non-profit”, “not-for-profit”, “not for profit”, “sans but lucratif” or “à but non lucratif” and “housing cooperative”, “housing co-operative”, “housing co-op”, “coopérative d’habitation”, “coop d’habitation”, “co-op d’habitation”, “coopérative de logement”, “coop de logement” or “co-op de logement”; and
(b) the business of the cooperative is restricted to that of primarily providing housing to its members.
Marginal note:Special limitations
354 The following restrictions apply to a non-profit housing cooperative:
(a) it may not issue investment shares;
(b) it may only issue membership shares on a par-value basis;
(c) it must in each year conduct at least fifty per cent of its business with its members;
(d) subject to subsection 357(2), its business must be carried on without the purpose of gain for its members; and
(e) on its dissolution, and after the payment of its liabilities, its remaining property is to be transferred to or distributed among one or more non-profit housing cooperatives, cooperatives incorporated in a province that have similar objectives and limitations, or charitable organizations.
355 (1) The by-laws of a non-profit housing cooperative must include
(a) any obligation of a member to provide capital to the cooperative and the manner in which the capital is to be contributed;
(b) any obligation of a member to contribute to charges of the cooperative and the manner in which the charges are to be determined and paid;
(c) the procedure for determining disputes between members and between members and the cooperative;
(d) subject to subsection (2), the manner in which the membership of a member may be terminated;
(e) the manner in which a member’s equity is to be determined on the member’s withdrawal from the cooperative, or on the termination of their membership and on a dissolution of the cooperative and the manner in which that equity is to be repaid;
(f) a provision for the establishment of adequate reserves and the maintenance of adequate insurance to protect the cooperative from loss; and
(g) a provision for the establishment of the rules governing charges by the cooperative for the occupation, leasing, subletting and subleasing of housing units of the cooperative.
Marginal note:Termination of membership
(2) If the by-laws provide that membership is to be terminated by the directors, the by-laws must include a right of appeal to the members. Despite section 40, the by-laws may require that an appeal from the decision of the directors may only be launched within seven days after the member receives notice of the termination of membership.
Marginal note:Other provisions in by-laws
(3) The by-laws of a non-profit housing cooperative may provide
(a) the rules by which the directors may establish a system of providing subsidies to members for housing charges, provided that the administration of the rules by the directors is fair as among the members; and
(b) any rules in addition to those specified in paragraph (1)(g) relating to the occupancy of a housing unit of the cooperative.
Marginal note:Member occupancy rights
356 (1) A person who is a member is entitled to occupy the housing unit allocated to them by the non-profit housing cooperative while they are a member, although the directors may, subject to the by-laws, by notice, require the member to occupy an alternate housing unit.
(2) A member to whom a notice has been given by the cooperative to occupy an alternate housing unit may appeal that decision in the same manner as that provided for appeals of decisions by the directors to terminate the membership of a member.
Marginal note:Unsuccessful appeal
(3) If an appeal by the member is not successful and the member does not relocate to the alternate housing unit within the time provided by the directors, their membership is deemed to have been terminated and despite section 40 and subsection 356(4), the member has no further appeal.
Marginal note:Occupancy during appeal
(4) Despite section 40, if, in accordance with the by-laws, the directors terminate a member’s membership and the member appeals the termination, the member has the right to occupy the housing unit allocated to them until the termination has been confirmed by the members.
Marginal note:Confirmation on appeal
(5) A decision of the directors to terminate the membership of a member is confirmed if the members, at a duly called meeting of the members, do not reverse the directors’ decision.
Marginal note:Deemed confirmation
(6) If a meeting of the members is duly called to consider the appeal of a terminated member and a quorum of members is not available for the meeting, the decision of the directors is deemed to be confirmed.
Marginal note:Regaining possession of unit
(7) If a member’s membership has been terminated and the member no longer has the right to occupy a housing unit of the cooperative, the cooperative regains possession of the housing unit by consent or by appropriate legal proceedings.
Marginal note:Compensation for occupation past termination date
(8) The cooperative is entitled to compensation for a housing unit that is occupied by a terminated member until it is vacated.
Marginal note:Cooperative not to take other property
(9) The cooperative may not take the property of a member to satisfy amounts due to the cooperative except by consent or by legal proceedings.
Marginal note:Inclusion in by-laws
(10) For the purpose of section 16, the provisions of this section must be included in the by-laws of a non-profit housing cooperative.
Marginal note:Non-profit requirements
357 (1) Subject to subsection (2), but despite any other provision of this Act, a non-profit housing cooperative may not distribute or pay any of its assets to a member.
Marginal note:Permitted payments
(2) The cooperative may pay a member
(a) dividends on membership shares paid at a rate that is not more than eight per cent per year and interest on member loans at a rate that is not more than ten per cent per year;
(b) if the member withdraws from the cooperative or their membership in the cooperative is terminated, or on the dissolution of the cooperative, a sum equal to the member’s investment in membership shares or member loans; and
(c) a reasonable amount for property or services provided by the member to the cooperative.
Marginal note:No other payments permitted
(3) No person may pay or accept compensation for the withdrawal from membership of a member of a non-profit housing cooperative or for any person giving up possession of a housing unit of the cooperative, except as is provided in subsection (2).
Marginal note:Limit on compensation
(4) No person may give or accept, in connection with the allocation or use of a housing unit of the cooperative, compensation that exceeds the housing charges for the housing unit determined in accordance with the by-laws.
Marginal note:Limit on compensation
(5) No person may give or accept, in connection with the allocation or use of a part of a housing unit of the cooperative, compensation that exceeds the amount that, having regard to the portion of the housing unit, would be a reasonable share of the housing charges for the housing unit determined in accordance with the by-laws.
Marginal note:If contravention of subsection (3), (4) or (5)
(6) A person who accepts compensation in contravention of subsection (3), (4) or (5) must pay the amount of the compensation to the cooperative.
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