Bill 16 - Amendments to the Co-op Act
– Creating the Foundation for Jobs and Growth Act, 2010, S.O. 2010 c. 1, received Royal Assent on Tuesday May 18, 2010. This Bill amends the Co-operative Corporations Act (CCA).
Schedule 4, which came into force on Royal Assent, amends the CCA in the following way:
This is a technical amendment to clarify the proportion of directors on a co-operative’s executive committee who can be non-members. The proportion cannot exceed the proportion of directors on the co-operative’s board of directors who are non-members or who are not directors, officers, shareholders or members of a corporate member.
Bill 218 - Amendments to the Co-op Act and Credit Unions Act
– The Ontario Tax Plan for More Jobs and Growth Act, 2009 , S.O. 2009 c. 34, received Royal Assent on Tuesday December 15, 2009. This Bill amends the Co-operative Corporations Act (CCA).
Schedule F, which came into force on Royal Assent, amends the CCA in the following ways:
Allows co-ops, other than non-profit housing co-ops, to provide, by by-laws, that persons who are not members of the co-op can be directors, provided they do not exceed one-fifth of the total number of directors. Ancillary amendments state that these non-member directors do not count for the purposes of determining a quorum of the board or an executive committee of the board. This is a significant policy change, which will allow co-ops to put persons with needed expertise on their boards, and brings the CCA more in line with the Canada Co-operatives Act.
Allows meetings of members to be held in Ontario at any location stipulated by the directors, unless the articles or by-laws stipulate a particular place. This reverses the previous default rule that required meetings to be held at the head office location unless a by-law specified otherwise.
Allows co-ops, other than non-profit housing co-ops, to provide in their by-laws for voting by mail or by telephone or electronic means and to hold telephone or electronic meetings. This brings the CCA into line with the OBCA.
Allows the president of the co-op to choose a person who is not a co-op member to chair the members’ meetings, instead of himself/herself, unless the by-laws provide otherwise. This allows for independent facilitation of contentious meetings. The amendment reverses and clarifies the previous default rule, which required that the chair be a specified officer or member, unless the by-laws stated otherwise.
Allows directors to be elected by acclamation if the number of candidates is the same as or fewer than the number needed to be elected.
- Revokes the requirement for multi-stakeholder co-ops, that one director elected by each stakeholder group must be present to constitute a quorum of the Board of Directors.
Co-operative Corporations Act and Regulation Amendments
On August 31, 2007, sections 1 to 16 and 18 to 31 of Schedule 8 to the Budget Measures Act (Fall), 2004, which amend the Co-operative Corporations Act ("the Act"), come into force.
This Schedule amends the Act with respect to several matters:
- The Act is amended to permit a co-operative corporation to issue preference shares in series, if the Articles of Incorporation of the co-operative corporation authorize it to do so. Conditions and restrictions with respect to this power may be prescribed by regulation. Complementary amendments were made to other provisions of the Act.
- Currently, the Act specifies the ways in which the shares in a class to be redeemed may be chosen. The Act is amended to provide that additional methods to determine which shares in a class to redeem may be specified by regulation and the method for determining which shares in a series to redeem shall be specified by regulation (see below noted amendments to Ontario Regulation 414/07 made under the Act).
- Currently, the Act requires a co-operative corporation to file an offering statement with the Superintendent of Financial Services with respect to the sale of its securities if the co-operative corporation has more than 25 security holders, or would have more than 25 security holders after the proposed sale. The Act is amended to delete the references to “25” and specifies, instead, that the number of security holders is to be prescribed by regulation (see below noted amendments to Ontario Regulation 414/07 made under the Act).
- Currently, the Act requires a co-operative corporation to send to its members a copy of its financial statements and the auditor’s report. The Act is amended to relieve the co-operative corporation of this obligation if the member has given the co-operative corporation written notice that the member does not wish to receive them.
- The Act is amended to permit co-operative corporations to send notices and documents to members and directors electronically in accordance with the Electronic Commerce Act, 2000, and with such other conditions as may be prescribed. The same permission is given to members and directors for the notices and documents that they send to a co-operative corporation. A restriction prohibiting non-profit housing co-operative corporations from being able to send any documents or notices to members and directors electronically is prescribed by regulation (see below noted amendments to Ontario Regulation 414/07 made under the Act). Complementary amendments are made to other provisions of the Act.
Ontario Regulation 414/07 made under the Co-operative Corporations Act
On August 31, 2007, three (3) Co-operative Corporations Act regulation amendments come into force. These regulation amendments:
- Govern how the shares in a series can be redeemed where only part of the series is being redeemed.
- Fix the maximum number of persons qualifying the co-operative corporation for exemption from offering statement requirements at 35.
- Prohibit non-profit housing co-operative corporations from being able to send any documents or notices to members and directors electronically.