CAP. XII. H An Act Respecting Co-operative Associations. [Assented to, 10th June, 1887.] ER Majesty, by and with the advice and consent of the MODE OF INCORPORATION. associations. how incorponess they may engage in. rated and busi 1. Any seven or more persons who desire to associate them- Co-operative selves together for the purpose of carrying on any labour, trade or business, or several labours, trades or businesses, whether wholesale or retail, except the working of mines, minerals or quarries, and except also the business of banking and insurance, may make, sign and acknowledge before a notary public or justice of the peace, in duplicate, and file in the office of the registrar of the registration division in which the business of the association is intended to be carried on, a cer- Certificate to be fyled. tificate in writing in the form mentioned in the schedule to this Act, or to the same effect, together with a copy of the rules agreed upon for the regulation, government and manage- Rules. ment of the association, signed by such persons respectively. (1.) The signatures to the rules shall be verified by the affidavit of a subscribing witness thereto, made before any notary public, justice of the peace, or commissioner authorized to take affidavits in the Court of Queen's Bench or before the registrar or deputy registrar. (2.) Upon the filing of the certificate and rules as aforesaid, the members of such association shall become a body corporate by the name therein described, having perpetual succession and a common seal, with power to sue and be sued, implead and be impleaded in all courts of law and equity in the Province, and to hold such lands as are required for the convenient management of their business. (3.) The registrar or deputy registrar shall, if desired by the person flling the certificate, endorse upon the other duplicate certificate, and upon a duplicate of the rules, certificates of the other duplicate having been filed in his office, with the date of filing, and every such certificate shall be prima facie evidence of the facts stated therein and of the incorporation of the association. 2. No association shall be registered under a name identical with that by which any other existing association has been registered, or so nearly resembling such name as to be likely to deceive the members or the public, and the word "Limited" shall be the last word in the name of any association registered under this Act. More than one place of business may be designated in certificate. 3. Any certificate so to be filed may designate any one or more places where the business is to be carried on, but if in different registration divisions, a duplicate must be filed in the registrar's office of each registration division. BY-LAWS. By-laws and what to contain. Meetings. Audit of accounts Withdrawal of members. Application of profits. Appointment of officers. Existing rules may be repealed, altered or amended. Proviso as to new rules. Rules to bind each member of association as if subscribed by him. 4. Before any association shall commence operations under this Act, they shall agree upon and frame a set of rules for the regulation, government and management of the association; and the rules of every association to be formed under this Act shall contain provisions in respect of the several matters following: (a). Mode of convening general and special meetings, and of altering rules; (b). Provisions for the audit of accounts; (c). Power and mode of withdrawal of members, and provisions for the claims of executors or administrators of members; (d). Mode of application of profits; (e.) Appointment of managers and other officers, and their respective powers and remuneration, and provisions for filling vacancies occasioned by death, resignation and other causes. 5. Subject to the requirements of section 5 and the provisions of this Act, all rules made by the association may be repealed, altered or amended by other rules passed at any meeting of the association specially called for that purpose: Provided that no new rule shall have any force or effect until a copy thereof, proved by the affidavit of the President or other head officer of the association to be a true copy of the rule or rules passed by the association at a meeting specially called for the purpose of considering the same, has been filed in the registry office in which the certificate of incorporation was filed. 6. The rules of every association registered under this Act shall bind the association and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such rules contained a covenant, on the part of himself, his heirs, executors and administrators, to conform to such rules, subject to the provisions of this Act; and all moneys payable by any member to the association, in pursuance of such rules, shall be deemed to be a debt due from such member to the association. SHARES AND CALLS. 7. The capital of the association shall be in shares of such Capital to be denomination as may be mentioned in the said rules. divided into shares. payable. able only on paid up shares. 8. The shares may be payable by instalments not exceeding Shares, how twenty per cent. at such times and in such manner as may be mentioned in the rules; but no member shall be entitled to Interest paydraw more than his proportion of interest on the paid up portion of his shares; and shares shall be of two kinds, transferable and withdrawable, and the members may, from time to time, withdraw or transfer their shares upon such terms as may be specified in the rules. 9. No member shall be entitled in any association registered under this Act, to hold or claim any interest exceeding five hundred dollars in transferable shares and two hundred and fifty dollars in withdrawable shares, and the association may regulate the proportion of transferable and withdrawable shares to be held by members. 10. The liability of the shareholders Shall be limited, that is to say -No shareholder in any such association shall be in any manner liable for or charged with the payment of any debt or demand due by the association, beyond the amount of his share or shares subscribed for, and any shareholder having fully paid up the amount of his said share or shares, shall be absolved from all further liability. Shares to be of two kinds. Interest in shares that members re how. Liability of shareholders to be limited. ELECTION. 11. All elections shall be by ballot, and each member shall Elections. be entitled to one vote only. 12. In case it happens at any time that an election of trustees is not made on the day designated in the rules of the association, when it ought to have been made, the association shall not for that reason be dissolved, but an election may be held on any other day in such manner as may be provided for in the rules, or at a general meeting of the members, to be specially called for that purpose, due notice being given of such election as in the rules provided; and all acts of trustees, until their successors are appointed, shall be valid and binding. ADMINISTRATION. 13. Every person appointed to any office touching the receipt, management or expenditure of money, or with the receipt of goods, wares or merchandize for the purposes of the association, shall, before entering upon the duties of his office, give such security as is deemed sufficient by the trustees, Regulations as to making public the name of association. Business of association to be cash business only. given. which security shall be varied in amount or renewed from time to time, as, by the amount of business done or by other circumstances, shall, in the discretion of the trustees, be required. 14. Every association registered under this Act shall have painted or affixed, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the association is carried on, in a conspicious position, in letters easily legible, and shall have its name engraved in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements and other official publications of such association, and in all cheques and orders for money or goods,' purporting to be signed by or on behalf of such association, and in all bills of parcels, invoices, receipts and letters of credit of the association. 15. The business of the association shall be a cash business exclusively; no credit shall be either given or taken, and no officer, member or servant of the association, or any number No credit to be of them together, shall have power to contract any debt whatever in its name, except in respect of rent of the premises required for the business, the salary of clerks and servants, and such like contracts, necessary in the management of the affairs of the association; everything shall be bought and sold for cash only: Provided however that the association may purchase on credit real estate for the purpose of occupation by the association in carrying on the business thereof, and may give a valid mortgage on any estate so purchased for an unpaid balance of the purchase money, subject to any existing by-law in that behalf. Proviso as co purchase of real estate on credit. Penalty in cer. tain cases of misconduct of officers or members of association connected with the business of the association. 16. If any officer, member or other person, being or representing himself to be a member of such association, or the heirs, executors or administrators of a member thereof, or any person whomsoever, by false representation or imposition, obtains possession of any moneys, securities, bonds, papers, or other effects of such association, or having the same in his possession withholds or misapplies the same, or wilfully applies any part of the same to purposes other than those expressed or directed in the rules of such association, or any part thereof, any justice of the peace, upon complaint made by any person on behalf of such association, may summon the person against whom such complaint is made to appear at a time and place to be named in such summons, and any two justices or a provincial magistrate present at the time and place and determine mentioned in such summons shall proceed to hear and determine the said complaint, and if the said justices determine the said complaint to be proved against such person, they shall adjudge and order him to deliver up all such money, securities, books, papers or other effects to the association, or to repay the amount of money applied improperly, and to pay, if they think fit, a further sum of money not exceeding eighty dollars, together with costs not exceeding four dollars; and in default Justices of peace to hear complaint. Fine. Imprisonment of such delivery of effects, or payment of such amount of money, or payment of such penalty and costs aforesaid, the said justices may order the person so convicted to be imprisoned in the common gaol for any term not exceeding three may be ordered months; but nothing herein contained shall prevent the association from proceeding by indictment against the said party. 17. Every dispute between any member or members of any association established under this Act, or any person claiming through or under a member, or under the rules of such association, and the trustees, treasurer or other officer thereof, shall be decided by arbitration in manner directed by the rules of such association, and the decision so made shall be binding and conclusive on all parties without appeal. when. Disputes be bers, etc., to be settled by tween mem arbitration. Provincial 18. The trustees shall, once in every year, transmit to the Annual stateProvincial Secretary a general statement of the funds and mento effects of the association. the number of shareholders therein, Secretary. and such other information as may be requisite to show clearly the position of the association, and the business done during the year, which return shall be verified by the affidavit or declaration of the president and manager. MISCELLANEOUS PROVISIONS. 19. In case of the dissolution of any such association, such association shall nevertheless be considered as existing, and be in all respects subject to the provisions of this Act, so long and so far as matters relating to the same remain unsettled, to the intent that such association may do all things necessary to the winding up of the concerns thereof, and may sue and be sued under the provisions of this Act, in respect of all such unsettled matters. Provision in event of dissolution of association. We (insert names of subscribers, not less than seven) do hereby certify that we desire to form a company or association pursuant to the provisions of “An Act_respecting Co-operative Associations." The corporate name of the association is to be "(insert name of the association), Limited," and the objects for which the association is to be formed are (insert objects for which association is formed). The number of shares is to be unlimited and the capital is to consist of shares of (insert amount of share) each, or of such other amount as shall from time to time be determined by the rules of the association. The number of the trustees who shall manage the concerns of the association shall be (insert number of trustees), and the names of such trustees for the first year are (insert names of such trustees), and the name of the place (or places) where the operations of the said association are Schedule. Form of certificate. |