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Bill S-11

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Signatures

361.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

    (a) the signature resulting from the use by a person of the technology or process is unique to the person;

    (b) the technology or process is used by a person to incorporate, attach or associate the person's signature to the electronic document; and

    (c) the technology or process can be used to identify the person using the technology or process.

220. Subsection 362(4) of the French version of the Act is replaced by the following:

Retours

(4) La coopérative n'est pas tenue d'envoyer les avis ou documents visés au paragraphe (1) qui lui sont retournés deux fois de suite, sauf si elle est avisée par écrit de la nouvelle adresse du membre ou du détenteur de parts de placement introuvable.

221. Section 364 of the Act is replaced by the following:

Waiver of notice

364. When a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person who is entitled to it.

222. Section 367 of the Act is amended by adding the following after subsection (2):

Authority to sign notices

(3) The notices referred to in subsections 30(2) and (4), 81(1) and 91(1), and the annual return referred to in subsection 374(1), may be signed by any individual who has the relevant knowledge of the cooperative and who is authorized to do so by the directors, or, in the case of the notice referred to in subsection 81(1), the incorporators.

Execution of documents

(4) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of this Act.

223. (1) Section 372 of the Act is renumbered as subsection 372(1).

(2) Paragraph 372(1)(d) of the Act is replaced by the following:

    (d) respecting the payment of any fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

    (d.1) prescribing, for the purposes of subsection 58(2.1), a manner of determining the number of investment shares required for a person to be eligible to make a proposal, including the time and manner of determining a value or percentage of the outstanding investment shares;

    (d.2) prescribing, for the purposes of paragraph 58(4)(d), the minimum amount of support required in relation to the number of times the person has submitted substantially the same proposal within the prescribed period;

(3) Subsection 372(1) of the Act is amended by striking out the word ``and'' at the end of paragraph (e) and by adding the following after paragraph (f):

    (g) prescribing any matter necessary for the purposes of the application of Part 21.1, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

    (h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and

    (i) prescribing, for the purposes of subsection 65(3), the manner of, and conditions for, voting at a meeting of a cooperative by means of a telephonic, electronic or other communication facility.

(4) Section 372 of the Act is amended by adding the following after subsection (1):

Incorporation by reference

(2) The regulations may incorporate any material by reference, regardless of its source and either as it exists on a particular date or as amended from time to time.

Incorporated material is not a regulation

(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

224. The Act is amended by adding the following after section 372:

Fee to be paid before service performed

372.1 The fee in respect of the filing, examination, or copying of any document or in respect of any action that the Director is required or authorized to take must be paid to the Director on the filing, examination, or copying or before the Director takes the action in respect of which the fee is payable.

225. (1) The portion of paragraph 373(2)(b) of the Act before subparagraph (i) is replaced by the following:

    (b) on receiving the articles or statement in the form that the Director has fixed, any other required documents and the required fees, the Director must

(2) Subparagraph 373(2)(b)(iv) of the Act is replaced by the following:

      (iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of it, to the cooperative or its agent , and

226. Sections 375 and 376 of the Act are replaced by the following:

Certificate

375. (1) The Director may provide any person with a certificate that a cooperative

    (a) has sent to the Director a document required to be sent;

    (b) has paid all required fees; or

    (c) exists as of a certain date.

Director may refuse to issue certificate of existence

(2) For greater certainty, the Director may refuse to issue a certificate under paragraph (1)(c) if the Director has knowledge that the cooperative is in default of sending a document required to be sent or is in default of paying a required fee.

Alteration

376. The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized to do so by the person who sent the document or by their representative.

Corrections at request of Director

376.1 (1) If there is an error in articles, a notice , a certificate or other document , the directors, members or shareholders must, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act, and take any other steps that the Director may reasonably require so that the Director may correct the document .

No prejudice

(2) Before proceeding under subsection (1), the Director must be satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative.

Corrections at the request of the cooperative

(3) The Director may, at the request of the cooperative or of any other interested person, accept a correction to any of the documents referred to in subsection (1) if

    (a) the correction is approved by the directors of the cooperative, unless the error is obvious or was made by the Director; and

    (b) the Director is satisfied that the correction would not prejudice any of the members, shareholders or creditors of the cooperative and that the correction reflects the original intention of the cooperative or the incorporators, as the case may be.

Application to court

(4) If, in the view of the Director, of the cooperative or of any interested person who wishes a correction, a correction to any of the documents referred to in subsection (1) would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the document be corrected and for an order determining the rights of the members, shareholders or creditors.

Notice to Director

(5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

Director may require surrender of document

(6) The Director may demand the surrender of the original document , and may issue a corrected certificate or file the corrected articles, notice or other document .

Date of corrected document

(7) A corrected document must bear the date of the document it replaces unless

    (a) the correction is made with respect to the date of the document, in which case the document must bear the corrected date; or

    (b) the court decides otherwise.

Notice

(8) If a corrected certificate materially amends the terms of the original certificate, the Director must without delay give notice of the correction in a publication generally available to the public.

Cancellation of articles by Director

376.2 (1) In the prescribed circumstances, the Director may cancel the articles and related certificate of a cooperative.

No prejudice

(2) Before proceeding under subsection (1), the Director must be satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative.

Request to Director to cancel articles

(3) In the prescribed circumstances, the Director may, at the request of a cooperative or of any other interested person, cancel the articles and related certificate of the cooperative if

    (a) the cancellation is approved by the directors of the cooperative; and

    (b) the Director is satisfied that the cancellation would not prejudice any of the members, shareholders or creditors of the cooperative and that the cancellation reflects the original intention of the cooperative or the incorporators, as the case may be.

Application to court

(4) If, in the view of the Director, of the cooperative or of any interested person who wishes a cancellation, a cancellation of articles and a related certificate would prejudice any of the members, shareholders or creditors of a cooperative, the Director, the cooperative or the person, as the case may be, may apply to the court for an order that the articles and certificate be cancelled and for an order determining the rights of the members, shareholders or creditors.

Notice to Director

(5) An applicant under subsection (4) must give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

Return of certificate

(6) The Director may demand the surrender of a cancelled certificate.

227. Subsection 377(1) of the Act is replaced by the following:

Inspection

377. (1) A person who has paid the required fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 330(2), and to make copies of it or take extracts from it.

228. Subsection 378(3) of the Act is replaced by the following:

Retention of records

(3) The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 373, after the expiration of the prescribed period.

TRANSITIONAL PROVISIONS

229. Part XIX.1 of the Canada Business Corporations Act, as enacted by section 115 of this Act, does not apply to any proceeding commenced before the coming into force of that section.

230. Part 18.1 of the Canada Cooperatives Act, as enacted by section 214 of this Act, does not apply to any proceeding commenced before the coming into force of that section.

CONSEQUENTIAL AMENDMENTS

1997, c. 26

Budget Implementation Act, 1997

231. Paragraph 8(2)(n) of the Budget Implementation Act, 1997 is replaced by the following:

    (n) subsections 124(1) to (6) (indemnification of directors and insurance for director's liability);

R.S., c. C-10

Canada Post Corporation Act

1993, c. 17, s. 1

232. Section 27 of the Canada Post Corporation Act is replaced by the following:

Canada Business Corporations Act

27. (1) The definitions ``beneficial ownership'', ``debt obligation'', ``redeemable share'', ``security'', ``security interest'' and ``special resolution'' in subsection 2(1) and sections 23 to 26, 34, 36 to 38 (except subsection 38(6)), 42, 43 , 50, 172 and 257 of the Canada Business Corporations Act apply, with such modifications as the circumstances require, in respect of the Corporation as if the references therein to articles were references to the by-laws of the Corporation.

Assets of Corporation

(2) For the purposes of applying subsections 34(2), 36(2) and 38(3) and section 42 of the Canada Business Corporations Act in respect of the Corporation, the assets held by the Corporation as an agent of Her Majesty in right of Canada shall be deemed to be assets of the Corporation.

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