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Acts and Regulations
2019, c.24
- Cooperatives Act
Summary
Regulation
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Detailled Table of Contents
Current to 1 January 2024
Cooperatives Act
1
DEFINITIONS, PURPOSE ANDAPPLICATION OF ACT
1
Definitions
2
Purpose
3
Application and limitation on carrying on business
4
Non-application of certain acts
2
INCORPORATION, CAPACITY AND POWERS AND NAME
5
Pre-incorporation contracts
6
Cooperative basis
7
Application for incorporation
8
Issuance of certificate of incorporation
9
Articles of incorporation
10
By-laws of a cooperative
11
Registered office
12
Corporate seal
13
Capacity and powers
14
Requirements of names
15
Prohibited names
16
Order to change name
17
Prohibition on use of “cooperative”
18
Name registered under the Partnerships and Business Names Registration Act
19
Name required to be legible
3
MEMBERSHIP
20
Membership
21
Requirements for membership
22
Withdrawing from membership
23
Termination of a membership for violations or failures to comply
24
Termination of a membership for inactivity
25
Payments by cooperative on withdrawal or termination of membership
26
Joint membership
27
Withdrawing or varying joint membership
28
Death of a member
29
Classes of membership
30
Liabilities of members and investment shareholders
4
CAPITAL STRUCTURE AND FINANCING
31
Classes of shares
32
Membership shares
33
Investment shares
34
Par value of shares
35
Payment for shares
36
Membership loans
37
Borrowing from members
38
Member debts to a cooperative
39
Redemption of investment shares
40
Redemption of membership shares
41
Redemption of membership shares – disposal by members
42
Repurchase of membership shares by cooperative
43
Vote on distribution of dividends
44
Equity requirements
45
Patronage returns – general
46
Form of patronage returns – membership shares or investment shares
47
Form of patronage returns – membership loans
48
Patronage returns – required allocations
49
Patronage returns – goods or services required to be sold
5
MEETINGS, VOTING RIGHTS AND PROPOSALS
50
Meetings
51
Voting rights – members
52
Voting rights – investment shareholders
53
Right to dissent – investment shareholders
54
Majority vote
55
Voting at and participating in meetings
56
Resolution instead of meeting
57
Meetings of investment shareholders
58
Proposals
59
Refusal to attach proposal
60
No liability for circulating proposal
6
DIRECTORS AND OFFICERS
61
Directors to administer the business and affairs of cooperative
62
Number of directors
63
Membership of directors
64
Powers and duties of directors
65
Qualifications of directors
66
Duty of care of directors
67
Powers and duties of individuals acting as first directors
68
Meetings, removal, vacancies – board of directors
69
Defect in election or appointment
70
Duty to notify of change of directors
71
Power to restrict powers of the directors
72
Delegation of directors’ powers to committee or officer
73
Directors’ liability – payments
74
Indemnity
75
Disclosure – conflict of interest
76
Voting on material contract or transaction
77
General notice of interest in an entity
78
Effect of disclosure
79
Confirmation
80
Court order
7
ANNUAL RETURNS AND FINANCIAL DISCLOSURE
81
Annual returns and financial statements
82
Financial statements
83
Qualifications of auditor
84
Appointment of auditor
85
Disqualification of auditor
86
Powers of auditor
87
Removal of auditor
88
Duty to give notice of certain changes in the office of auditor
89
Prohibition
8
AMALGAMATIONS, AMENDMENTS TO ARTICLES ANDEXTRAORDINARY DISPOSITIONS
90
Amalgamation
91
Amendments to articles
92
Restated articles
93
Extraordinary disposition
9
DISSOLUTION, LIQUIDATION AND REVIVAL
94
Non-application to insolvent or bankrupt cooperatives
95
Dissolution
96
Articles of dissolution
97
Voluntary liquidation and dissolution
98
Dissolution by Director
99
Revival
100
Court order – application by Director or other interested person
101
Court order – application by member or investment shareholder
102
Application for Court order – requirements
103
Order for dissolution and liquidation
104
Effect of order for liquidation
105
Appointment of liquidator
106
Duties of liquidator
107
Powers of liquidator
108
Final accounts of liquidator
109
Order for distribution of property in money
110
Requirement to produce documents after dissolution
111
Legal proceedings and continuing liability
112
Creditors, members and investment shareholders who cannot be found
113
Property vested in Crown and effect of revival
10
CONTINUING HOUSING COOPERATIVES ANDWORKER COOPERATIVES
114
Articles to specify that a cooperative is a continuing housing cooperative
115
Restrictions in articles – continuing housing cooperatives
116
Requirements of by-laws – continuing housing cooperatives
117
Shortened time for review of termination – continuing housing cooperatives
118
Property of members – continuing housing cooperatives
119
Compensation and arrears – continuing housing cooperatives
120
Order of possession required – continuing housing cooperatives
121
Application for order of possession – continuing housing cooperatives
122
No withholding services – continuing housing cooperatives
123
Non-profit requirements – continuing housing cooperatives
124
Requirements of by-laws – worker cooperatives
11
RECORD-KEEPING AND COMPLIANCE REVIEWS
125
Required records
126
Access to records
127
Access to lists
128
Statements of shares held
129
Compliance officers – appointment
130
Compliance reviews
131
Removal of records and documents
132
Obstruction of compliance officer
133
Misleading statements
134
Fees and expenses payable for compliance review
12
INVESTIGATIONS
135
Director’s order – provision of information
136
Investigation order
137
Powers of investigator
138
Power to compel evidence
139
Investigators authorized as peace officers
140
Seized property
141
Report of investigation
142
Prohibition against disclosure
143
Non-compellability
13
OFFENCES, PENALTIES, ENFORCEMENT AND REMEDIES
144
Offences generally
145
Interim preservation of property
146
Orders in the public interest
147
Administrative penalty
148
Directors and officers – deemed violation or non-compliance
149
Resolution of administrative proceedings
150
Definition of “complainant”
151
Application to the Court – oppression
152
Application stayed or dismissed
153
Limitation period
14
GENERAL
154
Appeals
155
Registry of cooperatives
156
Report on cooperatives
157
Forms
158
Alteration of notices or documents
159
Corrections to documents
160
Certificate of the Director
161
Certificate of a cooperative
162
Documents provided to the Director
163
Certificate of Director
164
Documents received by the Director
165
Notices or documents provided by a cooperative
166
Conflict with the Right to Information and Protection of Privacy Act
167
Administration
168
Regulations and rules
169
Notice and publication of rules
170
Changes by Secretary of the Commission
171
Consolidated rules
15
TRANSITIONAL AND SAVING PROVISIONS,CONSEQUENTIAL AMENDMENTS AND REPEAL AND COMMENCEMENT
172
Deemed continuation of co-operative associations under this Act
173
Letters of incorporation deemed to be articles of incorporation
174
Directors of a co-operative association continue in office
175
By-laws of co-operative associations deemed valid
176
Requirement to file articles of amendment
177
Shares of co-operative associations deemed membership shares with a par value
178
Requirement to amend by-laws
179
Continuation of nominations made under the Co-operative Associations Act
180
Aquaculture Act
181
Regulation under the Assessment Act
182
Business Corporations Act
183
Regulation under the Business Corporations Act
184
Companies Act
185
Regulation under the Electricity Act
186
Financial and Consumer Services Commission Act
187
Franchises Act
188
Regulation under the Limited Partnership Act
189
Livestock Incentives Act
190
Loan and Trust Companies Act
191
New Brunswick Housing Act
192
Regulation under the Partnerships and Business Names Registration Act
193
Regulation under the Petroleum Products Pricing Act
194
Residential Tenancies Act
195
Small Business Investor Tax Credit Act
196
Regulation under the Small Business Investor Tax Credit Act
197
Repeal of the Co-operative Associations Act
198
Repeal of New Brunswick Regulation 82-58 under the Co-operative Associations Act
199
Commencement
SCHEDULE A
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