Effect of declarations made under older law Effect of certificate of incorporation Officers By-laws and rules Contracts between societies Powers of societies as to holding lands (e) Upon such certificate being issued the persons who signed the declaration shall thereby become a body corporate and they and all persons subsequently duly becoming members of the society shall thenceforward be a body corporate and shall have the powers, rights and immunities vested by law in such bodies. [C.O. 1898, c. 66, s. 2; 1911-12, c. 4, s. 3(1)(2); 1920, c. 4, s. 35.] 5. Any declaration heretofore made and bearing the indorsement of a judge of the Supreme Court of the NorthWest Territories or of Alberta to the effect that the same. was in conformity with the law relating to the incorporation of benevolent and other societies shall have the same effect as a certificate of incorporation under the hand and seal of the Registrar of Joint Stock Companies given under this Act and further upon the application of any society referred to in any such declaration the Registrar shall issue to such society a certificate of incorporation under his hand. and seal and such certificate shall have the same effect as in the case of a society incorporated under this Act. 6. The certificate of the Registrar of Joint Stock Companies as to incorporation shall be conclusive evidence that all the requirements of this Act in respect of registration and of all matters precedent or incidental thereto have been complied with. Powers of Society. 7. The society may from time to time appoint trustees, a treasurer, a secretary and other officers for conducting its affairs and for the discipline and management of the society and may from time to time make by-laws, rules and regulations for the government and for conducting the affairs of the society of any branches thereof; and may from time to time alter or rescind such by-laws, rules or regulations. [C.O. 1898, c. 66, s. 4.] 8. Any two or more societies may make contracts with each other for the purpose of erecting buildings for the use of the societies and, if they so desire, for other purposes, on such terms as may be agreed upon by authority of a resolution assented to by a majority of the members of each of the said societies: Provided that every such resolution is passed at a general meeting of each of the societies concerned to be specially called for that purpose. [C.O. 1898, c. 66, s. 5.] 9. No society shall be entitled to acquire or hold as purchasers or otherwise any lands or tenements or any interest therein exceeding in the whole at any one time the annual value of five thousand dollars, nor shall the society be entitled to purchase land except for the actual take gifts 10. (1) Any society may from time to time take by Power to gift, devise or bequest any lands or tenements or any inter- of land ests therein, provided such gift, devise or bequest is made at least six months before the death of the person making the same; but the society shall at no time take by gift, devise or bequest, lands or tenements, or any interests therein, the annual value of which, together with that of all other Restrictions lands and tenements theretofore acquired by like means and then held by the society, exceeds in the whole one thousand dollars, nor shall the society at any time take by gift, devise or bequest, lands, tenements or hereditaments the annual value of which, together with all the other real estate of the society, exceeds five thousand dollars. (2) No lands or tenements acquired by gift, devise or Disposal of bequest within the limits aforesaid, but not required for surplus lands the actual use or occupation of the society, shall be held by the society for a longer period than seven years after the acquisition thereof, and within such period the same shall be absolutely disposed of by the society; and the society shall have the power within such period, in the name of the society, to grant and convey the said lands and tenements to any purchaser so that the society no longer retains any interest therein. proceeds (3) The proceeds of such disposition shall be invested Investment of in securities approved by law for the investment of trust funds, not including mortgages on land, for the use of the society. (4) Lands, tenements or interests therein required by Reversion to this Act to be sold or disposed of by the society which have donor, etc. not, within the said period, been so disposed of, shall revert to the person from whom the same were acquired, his heirs, executors, administrators or assigns. [C.O. 1898, c. 66, s. 9.] mortgage, etc., 11. Any society may, in pursuance of a resolution as- Powers to sell, sented to by a majority of the members present at a general lands meeting specially called for that purpose, of which public notice shall be given in the manner provided by the by-laws, mortgage, sell, exchange or lease any lands of the society. [C.O. 1898, c. 66, s. 10.] Members. Payments. of persons 12. A person under the age of twenty-one years, elected Liability or admitted as a member of a society, or appointed to any under age office therein, shall be liable to the payment of fees and otherwise under the rules of the society as if he were of full age. [C.O. 1898, c. 66, s. 6.] Benefits to members Exemption from claims of creditors Payment in good faith to 13. When under the rules of the society money of the society becomes payable to or for the use or benefit of a member thereof such money shall be free from all claims by the creditors of such member; and when on the death of a member of a society any sum of money becomes payable under the rules of the society, the same shall be paid by the treasurer or other officer of the society to the person or persons entitled under the rules thereof or shall be applied by the society as may be provided by such rules; and such money shall be, to the extent of two thousand dollars, free from all claims by the personal representative or creditors of the deceased. [C.O. 1898, c. 66, s. 7.] 14. In case any sum is paid in good faith to the person wrong person who appears to the treasurer or other officer to be entitled to receive the same, or is applied in good faith for the purposes by the rules provided, no action shall be brought against the society or such treasurer or officer in respect thereof; but nevertheless if it subsequently appears that such money has been paid to the wrong person the person entitled thereto may recover the amount with interest from the person who has wrongfully received it. [C.O. 1898, c. 66, s. 7.] Misleading name Change of name by direction of Registrar Change of name with approval of Registrar Rights and obligations of society not affected Name. Change of Name. 15. (1) No society shall register under a name by which any subsisting society or company is registered, or is carrying on business or so nearly resembling the same as in the opinion of the said Registrar is calculated to deceive. (2) In case any society shall be or shall at any time have been incorporated under this Act with a corporate name the same as or so nearly resembling that of any other then existing society or organization, whether incorporated or not, that such names are not clearly distinguishable, then either such society or organization or any one interested, may apply to the Registrar of Joint Stock Companies to have the name of the first mentioned society changed and such change shall be made as the Registrar on such application shall direct and no such society shall use any name which it is directed to change. (3) Any society with the approval of the Registrar of Joint Stock Companies may change its name. (4) No such change of name shall affect the rights or obligations of the society and all actions or proceedings commenced by or against the society prior to the change of name may be proceeded with by or against the society under its former name. [1898, c. 66, s. 15; 1920, c. 4, s. 35.] Dissolution of Society. 16. Upon application to a judge of the Supreme Court Dissolution upon such notice if any as the judge may require, any society may be dissolved and by the order of dissolution or by any subsequent order provision may be made for the disposition of the property of the society, and for the protection of the rights of all parties concerned. [1917, c. 3, s. 28(2).] declaration 17. Upon production of any order of dissolution to the Notation of Registrar of Joint Stock Companies, he shall file the same without fee and shall note on the original declaration that the society is dissolved by virtue of such order. [1917, c. 3, s. 28(2).] Returns, Fees, Forms. real property 18. Every society shall when thereunto required by Statement of the Lieutenant Governor in Council to furnish a statement of the real property and of the estates therein held by the society and to give such details thereof as the Lieutenant Governor in Council may from time to time require. [C.O. 1898, c. 66, s. 14.] 19. In case the Lieutenant Governor in Council adopts Forms or approves of any forms for any of the proceedings under this Act and the order adopting or approving of the same is, with the forms, printed in The Alberta Gazette, such forms shall be as effectual for the purposes mentioned in this Act or in the Order in Council as if the said forms had been inserted in this Act. [C.O. 1898, c. 66, s. 16.] 20. The Lieutenant Governor in Council may fix a Fees schedule of fees chargeable by the Registrar in connection with the incorporation of companies hereunder, or other[1920, c. 4, s. 35.] wise. Short title CHAPTER 160. An Act respecting Co-operative Associations. HIS IS MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Alberta, enacts as follows: Short Title. 1. This Act may be cited as "The Co-operative Associations Act." [1913(1), c. 12, s. 1.] Interpretation. Interpretation Association Registrar Procedure for incorporation of association Verification of signatures Contents of of by-laws 2. In this Act, unless the context otherwise requires,- (b) "Registrar" shall mean the Registrar of Joint Incorporation of Association. By-laws. 3. (1) Any twenty or more persons who desire to associate themselves together as an incorporated association under this Act, for the purpose of carrying on any labour, or fulfilling the requirements of any contract or undertaking by or on behalf of labourers, or for the purpose of conducting and carrying on any co-operative store or business, whether wholesale or retail, may in the presence of a witness, sign in duplicate and cause to be filed in the office of the Registrar a memorandum of association in writing (to which shall be attached an affidavit verifying the signatures) in the form mentioned in schedule A to this Act, or to the same effect, together with a copy of the rules or by-laws agreed upon for the regulation, government and management of the association, signed by such persons respectively. (2) The signatures to the rules or by-laws shall be verified by the affidavit of a subscribing witness thereto. (3) The said rules or by-laws shall contain provisions in respect to the following matters, that is to say (a) The mode of convening general and special meetings, and of altering rules or by-laws; (b) The audit of accounts; (c) The power and mode of withdrawal of members; (d) The claims of executors or administrators of deceased members; (e) The mode of application of profits; |