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Canada — Quebec Act or statute

Canada — Quebec legislation

Cooperatives Act, 1982

PRELIMINARY PROVISION The purpose of this Act is to allow for the constitution of cooperatives and to govern cooperatives whose nature is distinctive insofar as they are held collectively and controlled democratically by…

Source excerpt

absorptionadministrative measuresagricultural activitiesagricultural cooperative governanceagricultural cooperativesagricultural operationsamalgamationamalgamation approvalamalgamation by absorptionamalgamation documentsamalgamation filingamalgamation noticeannual financial statementsannual meetingannual meeting noticeannual reportannual report filingannual reportingannual reportsapplicabilityapplication documentsapplication for constitutionappointmentarticlesarticles amendmentarticles of amalgamationasset and liability successionasset disposal planasset distributionasset saleasset thresholdasset transactionsasset transferasset transfersassetsattendance allowanceattestationauditingauditorauditor appointmentauditor attestationauditor supportauthority of officersauthorization applicationsauxiliary membersauxiliary membershipboard appointmentboard approvalboard authorityboard changesboard committeesboard compositionboard decision processboard decision-makingboard dutiesboard 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participationcooperative rebatescooperative sharescooperative staffingcooperative winding-upcooperativescorporate amalgamationcorporate amendmentscorporate compliancecorporate continuancecorporate continuitycorporate conversioncorporate filingscorporate formationcorporate governancecorporate namingcorporate procedurescorporate registry filingcorporate successioncorporation conversioncorrection of articlescourt applicationcourt applicationscourt approvalcreditor claimscreditorsdamages liabilitydeclaration filingdeed of incorporationdeficit reductiondefinitionsdelegation of powersdirector appointmentdirector authorizationdirector certificationdirector conflicts of interestdirector disclosuredirector disqualificationdirector dutiesdirector electiondirector eligibilitydirector indemnificationdirector liabilitydirector position limitsdirector removaldirector remunerationdirector reporting obligationsdirector resignationdirectorsdisciplinary measuresdisclosuredissolutiondissolution of cooperativedocument correctiondocument filingdocument productiondocument registrationeducational institutionseligibilityemployment conditionsenterprise operationenterprise registrarenterprise registryentity namingequity ratioexecutive positionsexpense reimbursementexpulsionextraterritorial activitiesfair market valuefalse statementsfederation involvementfederation membershipfiling and registrationfiling obligationsfiling requirementsfiling/noticefilingsfinal accountsfinancial assistancefinancial stabilityfinancial statementsfiscal administrationfiscal yearfiscal year reportingformationfounder requirementsfoundersgeneral meeting authorizationgeneral meeting ratificationgeneral meeting representationgeneral meetingsgoods and servicesgovernancegovernance statushousing cooperative governancehousing cooperative membershiphousing cooperativesimmovable registrationimmovable transactionsincorporationincorporation documentsinformation requestsinjunctive reliefinspectioninspectionsinsuranceinterestinternal dispute processinvestment in cooperativejudicial authorizationland registerlay-offlease requirementlease terminationlegal compliancelegal defence costslegal personlegal personslegal validityliabilitiesliquidationliquidation dutiesliquidator appointmentliquidator removalliquidator remunerationloan repayment conditionsmaintenancemediationmeeting attendancemeeting noticemeeting proceduremeetingsmember admissionmember allocationsmember approvalmember contributionsmember disciplinemember exitmember expulsionmember groupsmember loansmember meeting compliancemember meetingsmember noticemember payment compliancemember paymentsmember rebatesmember remittancemember remittancesmember representationmember requisitionsmember resignationmember resolutionmember rightsmember trainingmember voting rightsmember/shareholder payment termsmembersmembershipmembership disciplinemembership eligibilitymembership goods and servicesmembership governancemembership groupsmembership recruitmentmembership requirementsmembership rulesmembership thresholdmergerministerial administrationministerial amendmentministerial applicationministerial approvalministerial authorizationministerial documentsministerial filing requirementsministerial information requestsministerial inspectionministerial noticeministerial orderministerial responsibilityname assignmentname changename standardsname use restrictionnon-profit designationnotice of non-renewalnotice requirementsnullityoccupancyofficer rolesofficersoperating expensesoperating surplusparticipating sharespartnershipspayment defaultpermit/authorization compliancepre-constitution actspreferred sharesproducer cooperativesproduction and marketing of produceprofessional incomeprofitabilityprovision statuspublic informationpublic noticepublic registerpublication requirementpurchase offer evaluationqualifying sharesratificationrebatesrecord keepingrecordkeepingredemptionregister filingregistered officeregistrar depositregistrationregistry depositregistry filingregulationsregulatory feesregulatory noticereliance on documentsremote participationremunerationrepaymentreportsrepresentationreservereserve allocationreserve distributionreserve for future rebatesreserve fundsreserve paymentreserve reportingreservesresignationrestricted activitiessecured borrowingsecurityseizure proceedingsservice provisionshare allotmentshare cancellationshare certificatesshare classesshare classificationshare confiscationshare conversionshare disposalshare interestshare issuanceshare paymentshare pricingshare purchase costshare redemptionshare repaymentshare repurchaseshare subscriptionshare transfershareholder approvalshareholder disclosureshareholder/member votingshareholdingshareholding workers cooperativeshort-term casual worksolvencyspecial meetingspecial meetingsstatute updatingstatutory applicabilitysupporting documentssurplus allocationsuspensionsustainable developmentterminationtrade name usetransactionstransfertransitional provisionstrial periodunclaimed propertyvotingvoting rightsvoting shareswinding upwinding-upwinding-up administrationwork cooperativeworker admissionworker eligibilityworker status
Jurisdiction
Canada — Quebec
Structure
559 provisions
Official identity
Year 1982
Dates
Enacted 1982 · Source version 10 Jun 2026
More statute details
Dates
Enacted 1982 · Source version 10 Jun 2026
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01

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“PRELIMINARY PROVISION The purpose of this Act is to allow for the constitution of cooperatives and to govern cooperatives whose nature is distinctive insofar as they are held collectively and controlled democratically by their members and”

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PRELIMINARY PROVISION

PRELIMINARY PROVISION The purpose of this Act is to allow for the constitution of cooperatives and to govern cooperatives whose nature is distinctive insofar as they are held collectively and controlled democratically by their members and

Document PRELIMINARY PROVISION

Section 41

A common share is priced at $10.

Section 41

Section 76

The annual members’ meeting must be held within six months after the fiscal year ends.

Section 76

Section 146.1

A sum devolved to a cooperative under specified sections must be allocated to its general reserve.

Section 146.1

04

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Source record from www.legisquebec.gouv.qc.ca · Enacted 1982 · Source version 10 Jun 2026

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Provision 164Repeal 26Amendment 5Offence 3
§ —PRELIMINARY PROVISIONProvision

Source excerpt

PRELIMINARY PROVISION The purpose of this Act is to allow for the constitution of cooperatives and to govern cooperatives whose nature is distinctive insofar as they are held collectively and controlled democratically by their members and

PRELIMINARY PROVISION The purpose of this Act is to allow for the constitution of cooperatives and to govern cooperatives whose nature is distinctive insofar as they are held collectively and controlled democratically by their members and do not seek profitability as their ultimate goal. A further purpose of the Act is to ensure that cooperatives, insofar as they are created by and for their members, are deeply rooted in their community and contribute to its growth, wherever they are located in Québec. 2026, c. 1, s. 1.
Document PRELIMINARY PROVISIONVerify source
§ 1Section 1Provision

Source excerpt

1. This title applies to every cooperative constituted, continued or resulting from an amalgamation under this Act or governed by the Cooperative Associations Act (chapter A-24) or the Act respecting cooperative agricultural associations

1. This title applies to every cooperative constituted, continued or resulting from an amalgamation under this Act or governed by the Cooperative Associations Act (chapter A-24) or the Act respecting cooperative agricultural associations (chapter S-24) before their replacement by this Act. 1982, c. 26, s. 1; 1995, c. 67, s. 173.
Section 1Verify source
§ 2Section 2Provision

Source excerpt

Certain Québec cooperatives may be constituted under this title, but not to carry on trust company or deposit institution activities for investment or venture purposes, or the purposes set out in the Act respecting financial services cooperatives.

2. Cooperatives whose objects come under the legislative authority of Québec may be constituted under this title; however, no cooperative may be constituted under this title to engage in trust company activities within the meaning of the Trust Companies and Savings Companies Act (chapter S-29.02) or deposit institution activities within the meaning of the Deposit Institutions and Deposit Protection Act (chapter I-13.2.2), for investment or venture purposes, or for purposes provided for in the Act respecting financial services cooperatives (chapter C-67.3). 1982, c. 26, s. 2; 1988, c. 64, s. 587; 1993, c. 75, s. 47; 1995, c. 67, s. 1, s. 173; 2000, c. 29, s. 722; 2003, c. 18, s. 1; 2018, c. 23, s. 751.
Section 2Verify source
§ 3Section 3Provision

Source excerpt

A cooperative is a legal person organized for people or partnerships with common economic, social, and cultural needs; its operation may also be carried out for a collectivity defined in its articles.

3. A cooperative is a legal person in which persons or partnerships having economic, social and cultural needs in common unite for the operation of an enterprise according to the rules of cooperative action to meet those needs. In addition, the operation of a cooperative may be carried out in the interest of a collectivity determined by its articles. 1982, c. 26, s. 3; 1995, c. 67, s. 165; 2003, c. 18, s. 2; 2026, c. 1, s. 2.
Section 3Verify source
§ 4Section 4Provision

Source excerpt

A cooperative must maintain a general reserve, allocate surplus earnings as specified, promote cooperation and training, inform the public about cooperation, and support sustainable development. Members are limited to one vote and may not vote by proxy.

4. The rules of cooperative action are as follows: (1) membership of the cooperative is subject to the member actually using the services offered by the cooperative and to the cooperative’s ability to provide him with them; (2) no member is entitled to more than one vote, irrespective of the number of shares held, or to vote by proxy; (3) the payment to a member of interest on the capital stock must be limited and not for purposes of speculation; (4) a general reserve must be established; (5) the surplus earnings or operating surplus must be allocated to the general reserve and to rebates to members in proportion to the business carried on between each of them and the cooperative, or to other accessory purposes determined by law; (6) cooperation must be promoted among the members, between the members and the cooperative and between the cooperative and other cooperative organizations; (7) the training of the members, directors, executive officers and employees of the cooperative in the field of cooperation must be promoted and the public must be informed of the nature and advantages of cooperation; (8) cooperatives must support sustainable development efforts in their community. 1982, c. 26, s. 4; 1995, c. 67, s. 2; 2003, c. 18, s. 3; 2026, c. 1, s. 3.
Section 4Verify source
§ 5Section 5Provision

Source excerpt

A cooperative must ratify a pre-constitution deed done in its interest.

5. A cooperative is bound by any deed performed in its interest before its constitution, provided it ratifies the deed after its constitution. The ratification transfers to the cooperative the rights and obligations of the party who performed the deed, but does not of itself effect a novation; moreover, the person who performed the deed has the same rights and is bound by the same obligations as a mandatary of the cooperative. 1982, c. 26, s. 5; 1995, c. 67, s. 171; 2003, c. 18, s. 4.
Section 5Verify source
§ 6Section 6Provision

Source excerpt

A person who acts for a cooperative before it is constituted is bound by that deed unless the cooperative’s contract includes both a liability-limiting or excluding clause and a statement that the cooperative may not be constituted or may not assume its obligations.

6. The person who performs a deed in the interest of a cooperative before its constitution is bound by that deed unless the contract entered into for the cooperative includes a clause excluding or limiting his liability and a statement to the effect that the cooperative might not be constituted or might not assume its obligations. 1982, c. 26, s. 6; 1995, c. 67, s. 171, s. 173.
Section 6Verify source
§ 7Section 7Provision

Source excerpt

At least five founders are needed to request the constitution of a cooperative, and the request must be made to the Minister by application.

7. A minimum of five founders is required to request the constitution of a cooperative. The request is made by means of an application for constitution addressed to the Minister. The founders must have common needs that can be met by the cooperative and be capable of actually being users of the services the cooperative provides, and they must meet the requirements of paragraph 1 of section 4. 1982, c. 26, s. 7; 1995, c. 67, s. 171; 2003, c. 18, s. 5; 2015, c. 3, s. 1.
Section 7Verify source
§ 8Section 8Provision

Source excerpt

A minor may be a founder of a cooperative if the cooperative’s object concerns the minor.

8. A minor may be a founder of a cooperative whose object concerns him. However, if he is 14 years of age or over, the minor is, in that respect, deemed to be a person of full age. 1982, c. 26, s. 8; 1995, c. 67, s. 3; 2003, c. 18, s. 6.
Section 8Verify source
§ 9Section 9Repeal

Source excerpt

The cooperative’s articles must include its name and certain founding details.

9. The articles of the cooperative must set out (1) its name; (2) (paragraph repealed); (3) the object of its constitution; (4) whether it is operated in the interest of a collectivity and, if so, the collectivity concerned; and (5) the name and domicile of each founder and, where applicable, the name of the founding partnership with the name and domicile of its partners, or the name and domicile of the founding legal person together with the Act under which it is constituted. 1982, c. 26, s. 9; 1993, c. 48, s. 357; 1995, c. 67, s. 4, s. 171; 2003, c. 18, s. 7; 2026, c. 1, s. 4.
Section 9Verify source
§ 10Section 10Provision

Source excerpt

The articles may include other provisions that the law allows in the by-laws and that this Act allows to be set out.

10. The articles may set out any other provision permitted by law to be set out in the by-laws, in addition to the provisions permitted by this Act to be set out. In case of conflict, the provisions of the articles prevail over those of the by-laws. 1982, c. 26, s. 10; 2026, c. 1, s. 5.
Section 10Verify source
§ 11Section 11Provision

Source excerpt

The founders must send the application, signed by the founders, and the articles to the Minister.

11. The application, signed by the founders, and the articles must be sent to the Minister. 1982, c. 26, s. 11; 1993, c. 48, s. 358; 2003, c. 18, s. 8; 2015, c. 3, s. 2.
Section 11Verify source
§ 12Section 12Repeal

Source excerpt

The application and articles must be accompanied by listed documents, including notices about the provisional secretary and the cooperative’s domicile, a business-plan document, and any other document or information required by the Minister.

12. The following documents must accompany the application and the articles: (1) (paragraph repealed); (2) a notice of the name and domicile of the person designated as provisional secretary of the cooperative; (3) (paragraph repealed); (4) a notice of the domicile of the cooperative; (4.1) a document describing the cooperative’s business plan and the needs it can meet; (5) any other document or information required by the Minister for the examination of the application. 1982, c. 26, s. 12; 1995, c. 67, s. 5, s. 171; 2003, c. 18, s. 9; 2015, c. 3, s. 3; 2026, c. 1, s. 6.
Section 12Verify source
§ 13Section 13Provision

Source excerpt

The Minister must notify the Conseil and, if appropriate, may constitute the cooperative within the stated time frame.

13. On receiving the application, the articles, the documents accompanying them, the fees prescribed by government regulation and any other document or information required by the Minister, the Minister shall send a notice to the Conseil québécois de la coopération et de la mutualité advising it of the application for constitution, together with a copy of the application and of the articles. Not later than 15 days after the sending of the notice or as soon as the Conseil has responded, the Minister may, if he deems it advisable, constitute the cooperative. For that purpose, the Minister (1) shall endorse on the articles the words “cooperative constituted” and the date of constitution, followed by his signature or that of his designee; (2) registers the application and the articles; (3) sends a copy of the articles to the cooperative or its representative; (4) sends a certified copy of the articles accompanied with the notices referred to in paragraphs 2 and 4 of section 12 to the enterprise registrar, who deposits them in the register referred to in Chapter II of the Act respecting the legal publicity of enterprises (chapter P-44.1). However, the notices prescribed in paragraphs 2 and 4 of section 12 need not accompany the articles if a certified copy of the articles is sent to the enterprise registrar with the initial declaration under the Act respecting the legal publicity of enterprises. 1982, c. 26, s. 13; 1993, c. 48, s. 359; 1995, c. 67, s. 6, s. 171, s. 172, s. 173; 2002, c. 45, s. 295; 2003, c. 18, s. 10; 2010, c. 7, s. 282; 2015, c. 3, s. 55; 2015, c. 3, s. 4.
Section 13Verify source
§ 14Section 14Provision

Source excerpt

The cooperative is a legal person from the date stated in its articles of constitution.

14. From the date indicated in the articles of constitution, the cooperative is a legal person. 1982, c. 26, s. 14; 1995, c. 67, s. 7, s. 171.
Section 14Verify source
§ 15Section 15Provision

Source excerpt

The cooperative’s name must comply with section 17 of the Act respecting the legal publicity of enterprises.

15. The name of the cooperative must be in accordance with section 17 of the Act respecting the legal publicity of enterprises (chapter P-44.1). 1982, c. 26, s. 15; 1993, c. 48, s. 360; 1995, c. 67, s. 166; 2003, c. 18, s. 11; 2010, c. 7, s. 211.
Section 15Verify source
§ 16Section 16Provision

Source excerpt

A cooperative’s name must include “cooperative” or “coop”. Other persons or partnerships must not use those terms in their name or refer to themselves with them.

16. The name of a cooperative must, to indicate the cooperative nature of the enterprise, include the term “cooperative” or “coop”. No other person or partnership may include any of those terms in its name or use them with reference to itself. 1982, c. 26, s. 16; 1995, c. 67, s. 9; 2003, c. 18, s. 12; 2026, c. 1, s. 7.
Section 16Verify source
§ 16.1Section 16.1Provision

Source excerpt

16.1. A cooperative whose articles indicate that it is operated in the interest of a collectivity may identify itself as a collective interest cooperative and include the acronym “CIC” in its name. No other person or partnership may

16.1. A cooperative whose articles indicate that it is operated in the interest of a collectivity may identify itself as a collective interest cooperative and include the acronym “CIC” in its name. No other person or partnership may identify itself as a collective interest cooperative or include the acronym “CIC” in its name or use it. 2026, c. 1, s. 8.
Section 16.1Verify source
§ 17Section 17Provision

Source excerpt

The Minister may order a cooperative to change its name if the cooperative’s name does not conform to the laws and regulations that were in force when the name was granted.

17. The Minister may order a cooperative to change its name if it is not in conformity with the laws and regulations in force when it was granted. 1982, c. 26, s. 17; 1995, c. 67, s. 166.
Section 17Verify source
§ 17.1Section 17.1Provision

Source excerpt

Before making a decision, he must let all interested parties submit observations.

17.1. Before rendering a decision, he must give all interested parties an opportunity to submit their observations. 1993, c. 48, s. 361.
Section 17.1Verify source
§ 18Section 18Provision

Source excerpt

If a cooperative does not comply with a Minister’s order within 60 days after notification, the Minister may assign it another name ex officio.

18. If the cooperative fails to comply with an order of the Minister within 60 days of its notification, the Minister may assign another name to it exofficio. 1982, c. 26, s. 18; 1995, c. 67, s. 166; I.N. 2016-01-01 (NCCP).
Section 18Verify source
§ 19Section 19Provision

Source excerpt

If the Minister assigns a name to a cooperative ex officio, the Minister must issue a certificate in triplicate establishing the change.

19. Where the Minister assigns a name to a cooperative ex officio, he shall issue a certificate in triplicate establishing the change. The Minister shall register one copy of the certificate, send one copy to the cooperative and transmit the third copy to the enterprise registrar, who shall deposit it in the register. The change has effect on the date appearing on the certificate. 1982, c. 26, s. 19; 1993, c. 48, s. 362; 1995, c. 67, s. 166; 2002, c. 45, s. 295.
Section 19Verify source
§ 20Section 20Provision

Source excerpt

A cooperative may use a name different from the one in its articles, but if it does, it must file a declaration and keep the article name legibly shown on its business documents.

20. A cooperative may identify itself under a name other than the name appearing in its articles. It must file a declaration to that effect in accordance with the Act respecting the legal publicity of enterprises (chapter P-44.1). However, the name appearing in its articles must be legibly indicated in all its negotiable instruments, contracts, invoices and orders for goods or services. 1982, c. 26, s. 20; 1995, c. 67, s. 10; 2003, c. 18, s. 13; 2010, c. 7, s. 282.
Section 20Verify source
§ 20.1Section 20.1Repeal

Source excerpt

Section 20.1 is repealed.

20.1. (Repealed). 1984, c. 28, s. 1; 1993, c. 48, s. 363.
Section 20.1Verify source
§ 20.2Section 20.2Repeal

Source excerpt

Section 20.2 is repealed.

20.2. (Repealed). 1984, c. 28, s. 1; 1993, c. 48, s. 363.
Section 20.2Verify source
§ 21Section 21Provision

Source excerpt

The founders must hold a general organization meeting within six months after the cooperative is constituted.

21. The founders must hold a general organization meeting at the latest six months after the date the cooperative is constituted. 1982, c. 26, s. 21; 1995, c. 67, s. 171; 2003, c. 18, s. 14; 2026, c. 1, s. 150.
Section 21Verify source
§ 22Section 22Provision

Source excerpt

The provisional secretary must call the meeting. If the provisional secretary is absent or unable or refuses to act, two founders may call it.

22. The meeting is called by the provisional secretary. If the provisional secretary is absent or is unable or refuses to act, the meeting may be called by two founders. 1982, c. 26, s. 22; 2003, c. 18, s. 15.
Section 22Verify source
§ 23Section 23Provision

Source excerpt

A person or partnership that filed a qualifying memorandum of membership before the meeting notice must be called to the meeting.

23. Any person or partnership that, before the sending of the notice calling the meeting, transmitted to the provisional secretary a memorandum of membership indicating that he or it is capable of actually being a user of the cooperative’s services, shall be called to the meeting. That person or partnership shall also be a founder of the cooperative if, before the beginning of the meeting, the founders who signed the application for constitution of the cooperative have not rejected his or its memorandum of membership. 1982, c. 26, s. 23; 1995, c. 67, s. 11; 2003, c. 18, s. 16; 2026, c. 1, s. 9.
Section 23Verify source
§ 24Section 24Repeal

Source excerpt

At the meeting, the founders must adopt the cooperative’s by-laws, elect the board members, and appoint an auditor.

24. At the meeting, the founders must (1) adopt the by-laws of the cooperative; (2) elect the members of the board of directors; (3) (subparagraph repealed); (4) appoint an auditor. In addition, they may ratify the deeds performed in the interest of the cooperative before its constitution, adopt any measure relating to the affairs of the cooperative and, as the case may be, apply for the affiliation of the cooperative to a federation. 1982, c. 26, s. 24; 1995, c. 67, s. 12; 2026, c. 1, s. 10.
Section 24Verify source
§ 25Section 25Repeal

Source excerpt

25. (Repealed). 1982, c. 26, s. 25; 1995, c. 67, s. 13; 2003, c. 18, s. 17.

25. (Repealed). 1982, c. 26, s. 25; 1995, c. 67, s. 13; 2003, c. 18, s. 17.
Section 25Verify source
§ 26Section 26Provision

Source excerpt

A cooperative has the full enjoyment of civil rights for its objects and may carry on its activities and exercise its powers outside Québec.

26. A cooperative has the full enjoyment of civil rights for the attainment of its objects. It has capacity to carry on its activities and exercise its powers outside Québec. 1982, c. 26, s. 26.
Section 26Verify source
§ 27Section 27Repeal

Source excerpt

A cooperative may give members or auxiliary members shares, bonds, or other securities as part payment, sell certain debts or accounts, hypothecate or otherwise secure member-delivered property if there is a contract, and retain or confiscate amounts or shares to recover claims.

27. In addition to the powers conferred on it by this title, a cooperative may also (1) give to its members or auxiliary members, as the case may be, in payment of a portion of the price of produce delivered or services rendered to it, shares, bonds or other securities, up to 10% of the price of such produce or services; (2) sell its debts or book accounts, present or future, or payments due or accruing on its shares, in accordance with the provisions of the Civil Code relating to the assignment of claims; (3) (paragraph repealed); (4) (paragraph repealed); (5) hypothecate or otherwise give as security property delivered to it by its members if there is a contract between the cooperative and the members to that effect; (6) retain, for the recovery of any claim it has against a person or partnership and up to the amount of the claim, any amounts it may owe him or it, or confiscate the person’s or partnership’s shares and effect compensation. 1982, c. 26, s. 27; 1984, c. 28, s. 2; 1992, c. 57, s. 523; 1995, c. 67, s. 14.
Section 27Verify source
§ 28Section 28Provision

Source excerpt

A cooperative may grant financial assistance in specified situations, including to persons or partnerships, members or employees, and certain related legal persons.

28. A cooperative may, in the pursuit of its object, grant financial assistance to (1) a person or partnership, if the assistance enables the cooperative to do business with or increase its volume of business with the person or partnership, or is intended to enable the person to acquire the equipment necessary to perform the work provided to him by the cooperative; (2) a member or an employee to enable him to invest in the cooperative, provided the assistance is for a maximum period of 12 months; (3) a legal person or partnership in which it holds shares or other securities. Nothing in this section shall restrict the powers of the cooperative as regards the conditions of employment of its employees. 1982, c. 26, s. 28; 1995, c. 67, s. 15; 2015, c. 3, s. 5.
Section 28Verify source
§ 29Section 29Provision

Source excerpt

29. Third persons are not presumed to have knowledge of the information contained in a document concerning a cooperative, other than the information referred to in section 98 of the Act respecting the legal publicity of enterprises

29. Third persons are not presumed to have knowledge of the information contained in a document concerning a cooperative, other than the information referred to in section 98 of the Act respecting the legal publicity of enterprises (chapter P-44.1), solely because the document has been deposited in the enterprise register or because it is available for consultation at the head office of the cooperative. 1982, c. 26, s. 29; 1995, c. 67, s. 16; 2026, c. 1, s. 11.
Section 29Verify source
§ 30Section 30Provision

Source excerpt

Third persons may presume certain facts about a cooperative’s compliance, filings, officers, and documents.

30. Third persons may presume that (1) the cooperative pursues its objects and exercises its powers in accordance with its articles and by-laws or, as the case may be, the agreement on administration by the meeting of its members contemplated in section 61; (2) the documents concerning the cooperative sent to the Minister and deposited in the enterprise register or registered under this Act contain true information; (3) the directors and executive officers of the cooperative validly hold office and lawfully exercise the powers arising therefrom; (4) the documents of the cooperative issued by one of its directors, executive officers or other mandataries are valid and binding. 1982, c. 26, s. 30; 2003, c. 18, s. 18; 2026, c. 1, s. 12.
Section 30Verify source
§ 31Section 31Provision

Source excerpt

Sections 29 and 30 do not apply to third persons in bad faith, or to persons who should have known the situation because of their position or relationship with the cooperative.

31. Sections 29 and 30 do not apply to third persons in bad faith or to persons who ought to have had knowledge of the situation by virtue of their position with or relationship to the cooperative. 1982, c. 26, s. 31.
Section 31Verify source
§ 32Section 32Provision

Source excerpt

Third persons may not invoke against the cooperative that its actions do not match its objects or powers.

32. In no case may third persons invoke against the cooperative that its actions are not in accordance with the pursuit of its objects or the exercise of its powers. 1982, c. 26, s. 32.
Section 32Verify source
§ 33Section 33Provision

Source excerpt

A cooperative’s head office must be in Québec at all times.

33. The head office of a cooperative must at all times be located in Québec. The general meeting or the board of directors may move the head office according to what is prescribed by by-law. The cooperative must give notice of the change by filing a declaration to that effect in accordance with the Act respecting the legal publicity of enterprises (chapter P-44.1). 1982, c. 26, s. 33; 1995, c. 67, s. 18; 2003, c. 18, s. 19; 2010, c. 7, s. 282; 2026, c. 1, s. 13.
Section 33Verify source
§ 33.1Section 33.1Repeal

Source excerpt

33.1. (Repealed). 1987, c. 4, s. 3; 2003, c. 18, s. 20.

33.1. (Repealed). 1987, c. 4, s. 3; 2003, c. 18, s. 20.
Section 33.1Verify source
§ 34Section 34Repeal

Source excerpt

Section 34 is repealed.

34. (Repealed). 1982, c. 26, s. 34; 2003, c. 18, s. 20.
Section 34Verify source
§ 35Section 35Repeal

Source excerpt

Section 35 is repealed.

35. (Repealed). 1982, c. 26, s. 35; 2003, c. 18, s. 20.
Section 35Verify source
§ 36Section 36Repeal

Source excerpt

Section 36 is repealed.

36. (Repealed). 1982, c. 26, s. 36; 1995, c. 67, s. 19; 2003, c. 18, s. 20.
Section 36Verify source
§ 37Section 37Provision

Source excerpt

37. The capital stock of a cooperative consists of common shares and preferred shares. The capital stock is variable. 1982, c. 26, s. 37; 2003, c. 18, s. 21; 2026, c. 1, s. 14.

37. The capital stock of a cooperative consists of common shares and preferred shares. The capital stock is variable. 1982, c. 26, s. 37; 2003, c. 18, s. 21; 2026, c. 1, s. 14.
Section 37Verify source
§ 38Section 38Provision

Source excerpt

A cooperative must not repay or redeem shares, or pay interest on shares, if doing so would be unsafe for the cooperative’s solvency or financial stability.

38. No cooperative may repay or redeem a share or pay interest on a share if (1) it is insolvent or would become insolvent as a result of the repayment, redemption or payment; (2) the board of directors shows that the repayment, redemption or payment could adversely affect the financial stability of the cooperative; (3) the repayment, redemption or payment would cause the cooperative to be unable to fulfil the undertakings made with any third party that grants it financial assistance. 1982, c. 26, s. 38; 1995, c. 67, s. 20; 2003, c. 18, s. 22.
Section 38Verify source
§ 38.1Section 38.1Provision

Source excerpt

If a cooperative member dies, resigns, or is expelled, the cooperative must repay the amounts paid for the member’s common shares, subject to section 38.

38.1. In the case of the death, resignation or expulsion of a member, the cooperative shall, subject to the conditions set out in section 38, repay the sums paid in respect of the member’s common shares. A member shall be presumed to have resigned if he has not done business with the cooperative or taken part in the activities of the cooperative for the last three years and there has been no communication from the member during that period. Preferred shares are repaid on the conditions determined pursuant to section 46. 1995, c. 67, s. 20; 1997, c. 80, s. 57.
Section 38.1Verify source
§ 38.2Section 38.2Provision

Source excerpt

Holding shares in the cooperative does not give a person member rights, except the right to apply for repayment.

38.2. The sole fact of holding shares in the cooperative confers none of the rights reserved for members other than the right to apply for repayment in accordance with law and the by-laws and resolutions of the cooperative. 1995, c. 67, s. 20; 2003, c. 18, s. 23.
Section 38.2Verify source
§ 38.2.1Section 38.2.1Provision

Source excerpt

Subject to section 62, shareholders are not liable, as shareholders, for the cooperative’s acts, omissions, or obligations.

38.2.1. Subject to section 62, the shareholders are not, in that capacity, liable for any act, omission or obligation of the cooperative. 2026, c. 1, s. 15.
Section 38.2.1Verify source
§ 38.3Section 38.3Provision

Source excerpt

Every member must hold the minimum number of qualifying shares set by by-law.

38.3. Every member must hold the minimum number of common shares or common and preferred shares prescribed by by-law. Such shares are called qualifying shares. The number of qualifying shares may vary depending on the nature of the services the member intends to use. The terms and conditions of payment of the qualifying shares are determined by by-law. 1995, c. 67, s. 20.
Section 38.3Verify source
§ 39Section 39Provision

Source excerpt

Common shares are registered, and transfers are allowed only if the board of directors approves.

39. The common shares are registered. They may be transferred only with the approval of the board of directors. However, additional transfer conditions may be prescribed by by-law. 1982, c. 26, s. 39; 1995, c. 67, s. 21.
Section 39Verify source
§ 40Section 40Repeal

Source excerpt

Section 40 is repealed.

40. (Repealed). 1982, c. 26, s. 40; 1995, c. 67, s. 22.
Section 40Verify source
§ 41Section 41Provision

Source excerpt

A common share is priced at $10.

41. The price of a common share is $10. 1982, c. 26, s. 41; 1995, c. 67, s. 23.
Section 41Verify source
§ 42Section 42Provision

Source excerpt

42. No interest is payable on common shares. 1982, c. 26, s. 42.

42. No interest is payable on common shares. 1982, c. 26, s. 42.
Section 42Verify source
§ 43Section 43Provision

Source excerpt

The board of directors may confiscate a member’s qualifying shares if an instalment that is two years or more overdue is not paid within two months after a demand for payment is sent by registered mail.

43. The board of directors may confiscate the qualifying shares of a member if an instalment two years or more overdue has not been paid within two months from the sending of a demand for payment of the instalment. The demand for payment must be made by registered mail. Confiscation of the shares entails the expulsion of the member. 1982, c. 26, s. 43; 1995, c. 67, s. 24; I.N. 2016-01-01 (NCCP).
Section 43Verify source
§ 44Section 44Provision

Source excerpt

The cooperative may repay a member’s payments for common shares other than qualifying shares, if the member requests it and the conditions in section 38 and the by-law conditions are met.

44. At the request of a member and subject to the conditions set out in section 38, the cooperative may repay, on the conditions prescribed by by-law, the sums paid by the member in respect of common shares other than qualifying shares. 1982, c. 26, s. 44; 1989, c. 54, s. 165; 1995, c. 67, s. 25.
Section 44Verify source
§ 45Section 45Provision

Source excerpt

A cooperative may set by by-law the order for repaying common shares.

45. A cooperative may by by-law determine the order in which common shares are to be repaid. 1982, c. 26, s. 45.
Section 45Verify source
§ 46Section 46Provision

Source excerpt

The board of directors may issue preferred shares if authorized by by-law, and transfers require board approval.

46. The board of directors, if authorized by by-law, may issue preferred shares to any person or partnership, subject to the Securities Act (chapter V-1.1). The preferred shares are registered. They may be transferred only with the approval of the board of directors. The board shall determine the amount of and the preferences, rights and restrictions attaching to the shares, the conditions for their redemption and their repayment as well as any additional condition for their transfer. Any change to these characteristics must be authorized by a resolution adopted separately by two-thirds of the votes cast by the affected shareholders of each class or series of shares concerned or the representatives present at a meeting to which those shareholders are invited or by a proportion of votes cast that is greater than that set by the resolution that determines the characteristics of those shares. Such shares may be issued in series of the same class. The interest rate may be different for each series. The cooperative may include in its articles the characteristics referred to in the third paragraph. 1982, c. 26, s. 46; 1995, c. 67, s. 26; 2003, c. 18, s. 24; 2026, c. 1, s. 16.
Section 46Verify source
§ 47Section 47Provision

Source excerpt

47. If a cooperative decides to issue certificates of preferred shares, the certificates must state the amount of and the preferences, rights and restrictions attaching to the shares and the conditions of redemption, repayment or transfer

47. If a cooperative decides to issue certificates of preferred shares, the certificates must state the amount of and the preferences, rights and restrictions attaching to the shares and the conditions of redemption, repayment or transfer or they must be attached to a copy of the resolution that determines the characteristics of the shares. 1982, c. 26, s. 47; 1995, c. 67, s. 27; 2003, c. 18, s. 25.
Section 47Verify source
§ 48Section 48Provision

Source excerpt

A preferred share holder cannot be entitled to redemption or repayment of the share until three years after issue.

48. No preferred share may entitle its holder to redemption or repayment of the share before the expiry of three years from its issue. 1982, c. 26, s. 48; 1995, c. 67, s. 28.
Section 48Verify source
§ 49Section 49Provision

Source excerpt

49. No preferred share may entitle its holder to receive notice of a general meeting, to attend such a meeting, to vote thereat or to be eligible for any office in the cooperative. 1982, c. 26, s. 49.

49. No preferred share may entitle its holder to receive notice of a general meeting, to attend such a meeting, to vote thereat or to be eligible for any office in the cooperative. 1982, c. 26, s. 49.
Section 49Verify source
§ 49.1Section 49.1Repeal

Source excerpt

Section 49.1 is repealed.

49.1. (Repealed). 1995, c. 67, s. 29; 2003, c. 18, s. 26; 2026, c. 1, s. 17.
Section 49.1Verify source
§ 49.2Section 49.2Repeal

Source excerpt

Section 49.2 is repealed.

49.2. (Repealed). 1995, c. 67, s. 29; 2003, c. 18, s. 27; 2026, c. 1, s. 17.
Section 49.2Verify source
§ 49.3Section 49.3Repeal

Source excerpt

Section 49.3 is repealed.

49.3. (Repealed). 1995, c. 67, s. 29; 2026, c. 1, s. 17.
Section 49.3Verify source
§ 49.4Section 49.4Repeal

Source excerpt

This section is repealed.

49.4. (Repealed). 1995, c. 67, s. 29; 2001, c. 36, s. 34; 2026, c. 1, s. 17.
Section 49.4Verify source
§ 49.5Section 49.5Provision

Source excerpt

The cooperative must give shareholders specified share and redemption information every year, or make it available where the cooperative indicates.

49.5. The cooperative must communicate the following information to all shareholders each year or make it available at a location the cooperative indicates: (1) in relation to the last fiscal year, (a) the classes of shares outstanding at the end of the fiscal year, (b) the total value of each class and series of shares, (c) the preferences, rights and restrictions attaching to each class of preferred shares and the conditions for their redemption, repayment or transfer, (d) the amount of the requests for repayment the cooperative received for each class of shares, and (e) a statement regarding whether there is an obligation to obtain the authorization of a third person before any reimbursement of the capital stock; and (2) the redemption and repayment policy for preferred shares and the repayment plan for those shares. With respect to members, the obligation provided for in the first paragraph may be met by attaching to the notice of its annual meeting a document containing the information concerned. 2026, c. 1, s. 18.
Section 49.5Verify source
§ 50Section 50Provision

Source excerpt

A cooperative may not charge an initiation fee to a member or auxiliary member, including a person or partnership admitted in that role.

50. No initiation fee may be charged to a person or partnership admitted as a member or auxiliary member of a cooperative. 1982, c. 26, s. 50; 1995, c. 67, s. 30; 2003, c. 18, s. 28.
Section 50Verify source
§ 51Section 51Provision

Source excerpt

51. To be a member of a cooperative, a person or a partnership must (1) be capable of actually being a user of the cooperative’s services; (2) apply for membership, except in the case of a founder; (3) subscribe and pay for the required

51. To be a member of a cooperative, a person or a partnership must (1) be capable of actually being a user of the cooperative’s services; (2) apply for membership, except in the case of a founder; (3) subscribe and pay for the required qualifying shares in accordance with the by-laws; (4) undertake to comply with the by-laws of the cooperative; (5) be admitted by the board of directors, except in the case of a founder. 1982, c. 26, s. 51; 1995, c. 67, s. 31; 2003, c. 18, s. 29.
Section 51Verify source
§ 51.1Section 51.1Provision

Source excerpt

A minor may be a member of a cooperative whose object concerns him.

51.1. A minor may be a member of a cooperative whose object concerns him. However, if he is 14 years of age or over, the minor is, in that respect, deemed to be a person of full age. 1995, c. 67, s. 32.
Section 51.1Verify source
§ 51.2Section 51.2Provision

Source excerpt

A cooperative may set by by-law the territory or group from which it recruits members.

51.2. A cooperative may determine by by-law the territory in which or the group from which it may recruit its members. 1995, c. 67, s. 32.
Section 51.2Verify source
§ 51.3Section 51.3Provision

Source excerpt

Founders are treated as cooperative members, with the same rights and obligations as other members.

51.3. The founders are members of the cooperative and have the same rights and obligations as any other member. The number of members of a cooperative may not be less than the minimum number of founders required for its constitution. 1995, c. 67, s. 32; 2026, c. 1, s. 19.
Section 51.3Verify source
§ 52Section 52Provision

Source excerpt

A cooperative may create auxiliary-member classes by by-law, set their admission conditions and rights, and must state why the class is created. A person or partnership may be admitted only if it can actually be a user of the cooperative’s services. Auxiliary members have no vote and cannot hold office.

52. A cooperative may by by-law provide for one or more classes of auxiliary members and determine the conditions of their admission and their rights and obligations. The by-law shall indicate the reasons for creating the class of auxiliary members. However, a person or a partnership may not be admitted as an auxiliary member unless that person or partnership is capable of actually being a user of the cooperative’s services. Auxiliary members have no vote and are ineligible for office. 1982, c. 26, s. 52; 1995, c. 67, s. 33; 2003, c. 18, s. 30.
Section 52Verify source
§ 52.1Section 52.1Provision

Source excerpt

Auxiliary members are governed by this Act’s expressly applicable provisions and several listed sections, in addition to any by-law made under section 52.

52.1. In addition to the provisions of a by-law made under section 52, the auxiliary members are governed by the provisions of this Act that apply expressly to them and by paragraphs 1, 5, 6 and 7 of section 4, paragraph 5 of section 27, subparagraph 2 of the first paragraph of section 28, sections 38.1, 38.2, 43, 44, 51.1, 51.2 and 55 to 60, paragraphs 6 and 7 of section 90, section 128, paragraph 3 of section 132 and sections 140, 152, 193.1, 193.3, 219.1, 220, 221.1, 221.6 and 224.1. 2003, c. 18, s. 31.
Section 52.1Verify source
§ 53Section 53Provision

Source excerpt

If the by-laws require it, members must agree to deliver, sell, purchase, or receive property or services through the cooperative.

53. If the by-laws so require and on the conditions determined therein, the members must undertake to deliver, sell, purchase or receive property or services through the cooperative. 1982, c. 26, s. 53; 1995, c. 67, s. 34.
Section 53Verify source
§ 54Section 54Provision

Source excerpt

A cooperative may, by by-law, require members to pay a contribution for operating expenses.

54. A cooperative may, by by-law, require a contribution from its members to pay all or part of its operating expenses. That contribution may vary according to the class of members provided by law to which a member belongs, if applicable. Unless otherwise provided for in the by-laws, the amount of the contribution is determined by the board of directors. 1982, c. 26, s. 54; 1995, c. 67, s. 35; 2026, c. 1, s. 20.
Section 54Verify source
§ 54.1Section 54.1Provision

Source excerpt

The cooperative must adopt a by-law within one year after its constitution to set the conditions for using mediation to resolve disputes with members or auxiliary members.

54.1. The cooperative must, in the year following its constitution, adopt a by-law determining the conditions for the use of mediation to facilitate the settlement of any dispute between a member or auxiliary member and the cooperative. 2003, c. 18, s. 32; 2026, c. 1, s. 21.
Section 54.1Verify source
§ 55Section 55Provision

Source excerpt

A member may resign by giving the board of directors 30 days’ written notice.

55. A member may resign by giving the board of directors a 30-day written notice. However, the board of directors may accept a resignation before the expiry of the time. 1982, c. 26, s. 55; 1995, c. 67, s. 36.
Section 55Verify source
§ 56Section 56Provision

Source excerpt

A member may not resign during a contract term for cooperative dealings unless the board of directors consents.

56. Except with the consent of the board of directors, no member may resign during the term of a contract by which he has undertaken to deliver, sell, purchase or receive property or services through the cooperative. If the contract provides for a notice of non-renewal, such a notice is equivalent to a notice of resignation effective at the expiry of the contract. 1982, c. 26, s. 56.
Section 56Verify source
§ 57Section 57Offence

Source excerpt

The board of directors may suspend or expel a member on listed grounds, but may not expel a member who is a director until that person has been dismissed as director.

57. The board of directors may suspend or expel a member (1) if he is not a user of the cooperative’s services; (1.1) if he no longer is capable of actually being a user of the cooperative’s services; (2) if he does not comply with the by-laws of the cooperative; (3) if he has not paid for his qualifying shares in accordance with the terms and conditions prescribed in the by-laws; (4) if he is dispossessed of his qualifying shares; (5) if he does not carry out his engagements with the cooperative; (6) if, for one fiscal year, he has neglected to do the amount of business with the cooperative determined by by-law; (7) if he carries on any activity in competition with the cooperative; (8) if he has defaulted on a penalty imposed pursuant to section 57.1 or if he is once again in the situation that led to it being imposed. However, the board of directors may not expel a member who is a director before he has been dismissed from his position as director. 1982, c. 26, s. 57; 1995, c. 67, s. 37; 2003, c. 18, s. 33; 2015, c. 3, s. 6; 2026, c. 1, s. 22.
Section 57Verify source
§ 57.1Section 57.1Offence

Source excerpt

If authorized by by-law, the board of directors may impose a monetary penalty or other penalty on a member instead of suspending or expelling the member.

57.1. The board of directors may, if authorized by by-law, impose a monetary penalty or other penalty on a member in the cases referred to in subparagraphs 2, 5, 6 and 7 of the first paragraph of section 57 instead of suspending or expelling the member. 2026, c. 1, s. 23.
Section 57.1Verify source
§ 58Section 58Offence

Source excerpt

Before a penalty, suspension, or expulsion decision, the board must notify the member in writing of the grounds and meeting details; the member may respond at the meeting; and the cooperative must send written reasons within 15 days after the decision.

58. Before imposing a penalty on a member under section 57.1 or ruling on the suspension or expulsion of the member, the board of directors shall give the member written notice of the grounds invoked for imposing the penalty or for the suspension or expulsion and of the place, date and time of the meeting at which the board of directors will render its decision. The notice must be given within the time prescribed for the calling of the meeting. At the meeting, the member may oppose the imposition of the penalty or his suspension or expulsion by making representations or by transmitting a written statement to be read by the chairman. The decision is taken by two-thirds of the votes cast by the directors present. Within 15 days of its decision, the cooperative shall give the member written notice with reasons of the imposition of the penalty or of his suspension or expulsion, which shall become effective on the date specified in the said notice. 1982, c. 26, s. 58; 1995, c. 67, s. 38; 2003, c. 18, s. 34; 2026, c. 1, s. 24.
Section 58Verify source
§ 59Section 59Provision

Source excerpt

A member may not be suspended for more than six months.

59. In no case may a member be suspended for a period exceeding six months. 1982, c. 26, s. 59.
Section 59Verify source
§ 60Section 60Provision

Source excerpt

A resigned or expelled member loses all member rights. A suspended member also loses member rights during the suspension, unless the board of directors decides otherwise. If the suspended member is also a director, the member also loses the right to sit on the board during the suspension, or the remaining director term if shorter, unless the board decides otherwise.

60. Notwithstanding the non-repayment of his shares, a member who has resigned or been expelled loses all his rights as a member. A member who has been suspended loses, for the duration of the suspension, all his rights as a member unless the board of directors decides otherwise. In addition, a member who is suspended while he is a director loses the right to sit on the board of directors for the duration of the suspension or, if it is shorter, for the unexpired portion of the member’s term of office as director, unless the board decides otherwise. 1982, c. 26, s. 60; 1995, c. 67, s. 39; 2026, c. 1, s. 25.
Section 60Verify source
§ 60.1Section 60.1Provision

Source excerpt

The board of directors may suspend a member’s voting right at a meeting if authorized by by-law and certain non-business/work conditions are met; the member must be sent written notice at least 30 days before the meeting.

60.1. The board of directors may, if authorized by by-law, suspend a member’s right to vote at a meeting if, in the two fiscal years preceding the meeting, (1) the member has not done business with the cooperative; (2) the member has not done business with the cooperative for the amount determined by by-law; (3) in the case of a work cooperative, a shareholding workers cooperative or a solidarity cooperative consisting of members who are workers of the cooperative, the member has not performed the number of days of work determined by by-law. A written notice informing the member that his right to vote at the meeting has been suspended must be sent to him at least 30 days before the date of the meeting. 1995, c. 67, s. 40; 2003, c. 18, s. 35.
Section 60.1Verify source
§ 60.2Section 60.2Provision

Source excerpt

A member whose voting right is suspended may contest the decision in writing within 15 days after receiving notice.

60.2. A member whose right to vote has been suspended by the board of directors may, within 15 days of receiving the notice, contest the decision in writing. After examining the grounds raised in support of the member’s objection, the board of directors shall render its decision and, if it cancels the suspension, inform the member in writing thereof before the meeting. 1995, c. 67, s. 40.
Section 60.2Verify source
§ 61Section 61Provision

Source excerpt

If a cooperative has fewer than 25 members, the members may agree not to elect directors for one year, but the agreement must be made in writing each year and approved by at least 90% of the members.

61. If a cooperative has fewer than 25 members, they may agree not to elect directors for one year. The agreement must be made annually in writing and be approved by at least 90% of the members. 1982, c. 26, s. 61; 1995, c. 67, s. 41; 2003, c. 18, s. 37.
Section 61Verify source
§ 62Section 62Provision

Source excerpt

Members must administer the cooperative’s business as if they were the directors, including taking on directors’ rights and obligations.

62. The members shall then administer the business of the cooperative as if they were the directors; they have the rights of the directors and assume their obligations. They must, however, designate a president, a vice-president and a secretary from among their number. They are not bound to hire a general manager or a manager. 1982, c. 26, s. 62; 1995, c. 67, s. 42.
Section 62Verify source
§ 62.1Section 62.1Provision

Source excerpt

Sections 92 to 98, as adapted as required, apply to meetings of the members.

62.1. Sections 92 to 98, adapted as required, apply to the meetings of the members. 1995, c. 67, s. 43.
Section 62.1Verify source
§ 62.2Section 62.2Provision

Source excerpt

If the members agreed not to elect directors, the cooperative must give notice of its annual meeting only to the federation it belongs to.

62.2. If the members have agreed not to elect directors, the cooperative is only required to give notice of its annual meeting to the federation of which it is a member. 2003, c. 18, s. 39.
Section 62.2Verify source
§ 63Section 63Provision

Source excerpt

The members of a cooperative make up its general meeting, whether it is called at an annual meeting or a special meeting.

63. The members of a cooperative constitute its general meeting, whether convened at an annual meeting or a special meeting. 1982, c. 26, s. 63.
Section 63Verify source
§ 64Section 64Provision

Source excerpt

By default, the members and representatives attending a general meeting make up a quorum unless a by-law says otherwise.

64. Unless otherwise provided by by-law, the members and representatives attending a general meeting constitute a quorum. If the quorum determined by by-law is not present, the meeting may be reconvened. If the quorum is not present at the second meeting, the meeting may validly be held and must concern itself with the same matters as those indicated in the first notice of a meeting. 1982, c. 26, s. 64; 2003, c. 18, s. 40.
Section 64Verify source
§ 65Section 65Provision

Source excerpt

A meeting notice must follow the by-law, state the place, date, time, and matters to be discussed, and generally be sent in writing to members at least five days before the meeting date; the federation must receive notice at the same time. A federation representative may attend and speak.

65. Notice of a meeting must be given in the manner prescribed by by-law. The notice must indicate the place, date and time of the meeting and the matters to be discussed. Unless otherwise provided by by-law, notice of a meeting must be given in writing to the members at least five days before the date fixed for the meeting. The notice must also be given to the federation of which the cooperative is a member within the same time. A representative of the federation may attend and speak at the meeting. 1982, c. 26, s. 65; 1995, c. 67, s. 44; 2003, c. 18, s. 41.
Section 65Verify source
§ 66Section 66Provision

Source excerpt

A member may waive notice of a members’ meeting.

66. A member may waive a notice of a meeting of the members. His sole attendance at a meeting is a waiver except where he attends a meeting for the express purpose of objecting to the holding of the meeting on the ground that the manner of calling it was irregular. 1982, c. 26, s. 66.
Section 66Verify source
§ 67Section 67Provision

Source excerpt

67. A resolution in writing, signed by all the members, is as valid as if it had been passed at a general meeting. The resolution is kept with the minutes of the general meetings. 1982, c. 26, s. 67.

67. A resolution in writing, signed by all the members, is as valid as if it had been passed at a general meeting. The resolution is kept with the minutes of the general meetings. 1982, c. 26, s. 67.
Section 67Verify source
§ 68Section 68Provision

Source excerpt

A member may have no more than one vote, no matter how many shares are held.

68. No member is entitled to more than one vote, irrespective of the number of shares held. 1982, c. 26, s. 68.
Section 68Verify source
§ 69Section 69Provision

Source excerpt

Unless the by-laws say otherwise, a non-corporate, non-partnership member may authorize an adult to attend deliberations in the member’s absence and vote instead, unless that person is already a member.

69. Unless otherwise provided for in the by-laws, a member who is not a legal person or a partnership may authorize any person of full age to take part in the deliberations of the meeting, in his absence, and to vote in his or her place, except if that person is already a member. 1982, c. 26, s. 69; 1995, c. 67, s. 46; 1999, c. 14, s. 11; 2002, c. 6, s. 131; 2003, c. 18, s. 42; 2026, c. 1, s. 26.
Section 69Verify source
§ 70Section 70Provision

Source excerpt

A cooperative member that is a legal person or partnership may be represented at a general meeting, but that representative cannot represent another member.

70. A legal person or partnership that is a member of a cooperative may be represented at a general meeting. However, no representative of such a legal person or partnership may represent another member of the cooperative. 1982, c. 26, s. 70; 1995, c. 67, s. 47.
Section 70Verify source
§ 71Section 71Repeal

Source excerpt

Section 71 is repealed.

71. (Repealed). 1982, c. 26, s. 71; 1995, c. 67, s. 48.
Section 71Verify source
§ 72Section 72Provision

Source excerpt

72. Decisions are taken by the majority of the votes of the members or representatives present. In case of a tie, the president of the cooperative has a casting vote. In the election of a director, the election officer, if he is a member

72. Decisions are taken by the majority of the votes of the members or representatives present. In case of a tie, the president of the cooperative has a casting vote. In the election of a director, the election officer, if he is a member of the cooperative, also has a casting vote, unless otherwise provided for in the by-laws. 1982, c. 26, s. 72; 1995, c. 67, s. 49.
Section 72Verify source
§ 73Section 73Substitution

Source excerpt

A qualifying cooperative may allow members to be represented by one or more members, and the by-law must set the grouping, number of representatives, and how representatives and substitutes are appointed.

73. A cooperative having more than 100 members or members in more than one judicial district may by by-law allow its members to be represented by one or more of them. The by-law must prescribe the division of the members into groups, the number of representatives to be elected and the mode of appointment of the representatives and their substitutes. 1982, c. 26, s. 73; 1995, c. 67, s. 50.
Section 73Verify source
§ 74Section 74Substitution

Source excerpt

A representative normally has only one vote, unless a by-law gives the representative as many votes as the number of members represented. If absent, the representative may be replaced by a substitute.

74. No representative is entitled to more than one vote unless he is entitled by by-law to as many votes as the number of members he represents. When absent, a representative may be replaced by his substitute. 1982, c. 26, s. 74.
Section 74Verify source
§ 75Section 75Provision

Source excerpt

Members may attend general meetings even if they are represented, unless a by-law says otherwise.

75. Unless otherwise prescribed by by-law, members may attend general meetings even where they are represented. 1982, c. 26, s. 75.
Section 75Verify source
§ 76Section 76Repeal

Source excerpt

The annual members’ meeting must be held within six months after the fiscal year ends.

76. The annual meeting of the members must be held within six months from the end of the fiscal year. The members are convened to (1) take communication of the auditor’s report and of the annual report; (1.1) (paragraph repealed); (2) decide upon the apportionment of the surplus earnings or operating surplus; (3) elect directors; (4) appoint the auditor; (5) fix the attendance allowance, if any, of the members of the board of directors or of the executive committee; (6) determine the remuneration, if any, of the secretary or the treasurer where he is also a member of the board of directors; (7) take any decision reserved to the meeting by this title; (8) take part in a question period on any matter within the competence of the meeting. If the cooperative fails to hold an annual meeting of its members within the prescribed time, the board of directors of the federation of which the cooperative is a member or at least two of the members of the cooperative may call the annual meeting. The cooperative shall reimburse those who called the meeting for the reasonable expenses they incurred to hold the meeting. 1982, c. 26, s. 76; 1995, c. 67, s. 51; 2001, c. 36, s. 35; 2003, c. 18, s. 43; 2015, c. 3, s. 7; 2026, c. 1, s. 27.
Section 76Verify source
§ 76.1Section 76.1Provision

Source excerpt

The cooperative may adopt a by-law requiring the annual report to be sent with the notice of its annual meeting or made available at a location named in the meeting notice.

76.1. The cooperative may by by-law prescribe that a copy of the annual report be sent with the notice of its annual meeting or that it be made available in a location specified in the notice of a meeting. 2003, c. 18, s. 44; 2026, c. 1, s. 28.
Section 76.1Verify source
§ 76.2Section 76.2Provision

Source excerpt

An annual meeting may be held using means that let all participants communicate directly with each other, subject to the by-laws.

76.2. Subject to the by-laws, an annual meeting may be held by the use of means enabling all participants to communicate directly with each other. 2021, c. 35, s. 19.
Section 76.2Verify source
§ 76.3Section 76.3Provision

Source excerpt

Members participating in a meeting through a means that lets everyone communicate directly may vote electronically or by another means, if the vote can later be verified and secrecy is preserved when a ballot is requested, subject to the by-laws.

76.3. Subject to the by-laws, members who participate in a meeting by the use of a means enabling all participants to communicate directly with each other may vote by any means enabling votes to be cast in a way that allows them to be verified afterwards and protects the secrecy of the vote when such a ballot has been requested. 2021, c. 35, s. 19.
Section 76.3Verify source
§ 77Section 77Provision

Source excerpt

The board, the cooperative’s president, or the federation board may order a special meeting when they think it is expedient; the board must order one if members requisition it, and the secretary must call the meeting.

77. The board of directors, the president of the cooperative or the board of directors of the federation of which the cooperative is a member may order that a special meeting be held whenever he or it deems it expedient. The board of directors must also order that a meeting be held upon the requisition of 500 members if the cooperative has 2,000 members or more, or of a quarter of the members if it has fewer than 2,000 members. The requisition must specify the matters to be put on the agenda of the special meeting. The secretary of the cooperative must in each case call a special meeting. 1982, c. 26, s. 77; 1995, c. 67, s. 53; 2003, c. 18, s. 45.
Section 77Verify source
§ 78Section 78Provision

Source excerpt

If the meeting is not held within 21 days after the request, the federation or certain requisition signatories may call the meeting.

78. If the meeting is not held within twenty-one days from the date of the request of the federation or the members, the federation or two signatories of the requisition made by the members, as the case may be, may call the meeting. In such a case, the federation or the signatories may obtain a copy of the list referred to in paragraph 5 of section 124. Unless the members object thereto by resolution at the meeting, the cooperative shall reimburse those who called the meeting for reasonable expenses incurred by them to hold the meeting. 1982, c. 26, s. 78; 2003, c. 18, s. 46.
Section 78Verify source
§ 79Section 79Provision

Source excerpt

At a special meeting, only the matters listed in the notice may be considered or decided.

79. Nothing may be considered or decided at a special meeting except the matters mentioned in the notice calling it. The matters specified in the requisition must also be stated in the notice, with an indication of those which may be deliberated on and decided by the general meeting. 1982, c. 26, s. 79; 2003, c. 18, s. 47.
Section 79Verify source
§ 79.1Section 79.1Provision

Source excerpt

79.1. Sections 76.2 and 76.3 apply, with the necessary modifications, to a special meeting. 2003, c. 18, s. 48; 2021, c. 35, s. 20.

79.1. Sections 76.2 and 76.3 apply, with the necessary modifications, to a special meeting. 2003, c. 18, s. 48; 2021, c. 35, s. 20.
Section 79.1Verify source
§ 80Section 80Provision

Source excerpt

A cooperative’s affairs must be administered by a board of directors.

80. The affairs of a cooperative are administered by a board of directors. The number of directors on the board is determined by by-law. It may not, however, be less than three. 1982, c. 26, s. 80; 2003, c. 18, s. 49; 2026, c. 1, s. 29.
Section 80Verify source
§ 81Section 81Provision

Source excerpt

Section 81 says which cooperative members and related representatives may serve as directors.

81. Every member of the cooperative or representative of a legal person or partnership that is a member may be a director. The following persons may also be directors: (1) the representative of a financial services cooperative within the meaning of the Act respecting financial services cooperatives (chapter C-67.3) and the representative of a federation or confederation within the meaning of this Act, provided the financial services cooperative or the federation or confederation is a group within the meaning of section 83; and (2) in the case of a cooperative, other than a solidarity cooperative, whose articles set out that it is operated in the interest of a collectivity, a person who is from that collectivity and who is not a member of the cooperative. Notwithstanding the first paragraph, a member of a producers cooperative, a consumer cooperative or a solidarity cooperative composed only of user members and supporting members who is also an employee of that cooperative may be a director of the cooperative only if a by-law of the cooperative allows it. 1982, c. 26, s. 81; 1988, c. 64, s. 587; 1995, c. 67, s. 54; 1997, c. 17, s. 1; 2000, c. 29, s. 628; 2003, c. 18, s. 50; 2026, c. 1, s. 30.
Section 81Verify source
§ 81.1Section 81.1Provision

Source excerpt

The by-laws may let persons other than those in section 81 qualify as directors.

81.1. The by-laws may provide that persons other than those referred to in section 81 may be eligible as directors. Such persons shall be recommended as candidates to the meeting by the board of directors. During their terms of office, these directors also have the right to be convened to and attend a general meeting with the right to speak. 1995, c. 67, s. 55; 2003, c. 18, s. 51.
Section 81.1Verify source
§ 81.1.1Section 81.1.1Provision

Source excerpt

The number of director positions held by the persons referred to in sections 81 and 81.1 must not be more than one-third of all directors’ positions.

81.1.1. The number of positions held by persons referred to in the second and third paragraphs of section 81 as well as in section 81.1 must not exceed one-third of the total number of directors’ positions. 2003, c. 18, s. 52; 2026, c. 1, s. 31.
Section 81.1.1Verify source
§ 81.2Section 81.2Provision

Source excerpt

Minors may serve as directors of a cooperative if the cooperative’s object concerns them.

81.2. Minors may be directors of a cooperative whose object concerns them. 1995, c. 67, s. 55.
Section 81.2Verify source
§ 81.3Section 81.3Provision

Source excerpt

People who are disqualified from serving as directors under the Civil Code may not be directors of a cooperative.

81.3. However, persons who are disqualified from office as directors under the provisions of the Civil Code may not be directors of a cooperative. 2026, c. 1, s. 32.
Section 81.3Verify source
§ 82Section 82Provision

Source excerpt

The cooperative may make a by-law stating that a member is ineligible to serve as a director.

82. The cooperative may by by-law provide that a member is ineligible as a director (1) if he has not paid the instalments due on his shares or any other amount due; (2) if, during the preceding fiscal year, he has not done the amount of business with the cooperative fixed by by-law; (3) if, in the case of a work cooperative, a shareholding workers cooperative or a solidarity cooperative consisting of members who are workers of the cooperative, he has not in the preceding fiscal year done business with the cooperative for the amount determined by by-law, or performed the number of days of work determined by by-law. 1982, c. 26, s. 82; 1995, c. 67, s. 56; 2003, c. 18, s. 53.
Section 82Verify source
§ 83Section 83Provision

Source excerpt

A cooperative may, by by-law, divide members or territory into groups or districts for board elections, and the by-laws must set out how those groups and districts are established and how directors are nominated and elected.

83. For the formation of its board of directors, a cooperative may by by-law divide its members into groups, or its territory into districts, or so divide both, and grant to each of the groups or districts, or of both, the right to elect a certain number of directors. The by-laws must also prescribe the manner of establishing such groups and districts and the modalities of nomination and election of directors. A financial services cooperative governed by the Act respecting financial services cooperatives (chapter C‐67.3) or a federation or a confederation governed by this Act may constitute a group even though it is not a member of the cooperative. 1982, c. 26, s. 83; 1988, c. 64, s. 587; 2000, c. 29, s. 629; 2003, c. 18, s. 54.
Section 83Verify source
§ 84Section 84Provision

Source excerpt

A director’s term is one year, unless a by-law allows two or three years with a rotation mechanism that preserves continuity on the board.

84. The term of office of a director is one year. It may, however, be two years or three years to the extent that a by-law introduces a mechanism of rotation that ensures continuity on the board of directors. At the expiry of his term, a director remains in office until re-elected or replaced. 1982, c. 26, s. 84; 1995, c. 67, s. 57; 2026, c. 1, s. 33.
Section 84Verify source
§ 84.1Section 84.1Provision

Source excerpt

The cooperative may make a by-law limiting how many times board members’ terms can be renewed.

84.1. The cooperative may, by by-law, limit the number of renewals of the term of office of members of the board of directors. 2026, c. 1, s. 34.
Section 84.1Verify source
§ 84.2Section 84.2Provision

Source excerpt

A director stops holding office before the end of the term if removed, disqualified, or if the director resigns.

84.2. A director ceases to hold office before the end of his term if he is removed from office or if he becomes disqualified from holding that office or resigns. The resignation of a director becomes effective at the date on which the director’s written notice of resignation is received by the cooperative or at a later date indicated in the notice. 2026, c. 1, s. 34.
Section 84.2Verify source
§ 85Section 85Provision

Source excerpt

85. In the case of a vacancy on the board of directors, the directors may, if there is a quorum, appoint a person who is eligible to hold the office of director to fill the vacancy for the unexpired portion of the term of office. Should

85. In the case of a vacancy on the board of directors, the directors may, if there is a quorum, appoint a person who is eligible to hold the office of director to fill the vacancy for the unexpired portion of the term of office. Should the directors fail to do so, the vacancy may be filled at a general meeting. However, if the directors remaining in office do not make a quorum, a director or two members of the cooperative, or the board of directors of the federation of which it is a member, may order the secretary to call a special meeting to fill the vacancies. If the secretary fails to act, those who may order that the meeting be held may call it. The cooperative shall reimburse those who called the meeting for reasonable expenses incurred by them to hold the meeting. 1982, c. 26, s. 85; 1995, c. 67, s. 58; 2003, c. 18, s. 55; 2026, c. 1, s. 35.
Section 85Verify source
§ 86Section 86Provision

Source excerpt

A director may resign by giving written notice to the board of directors.

86. A director may resign from office by giving written notice to that effect to the board of directors. The resignation of a member who is a director entails his disqualification as a director. 1982, c. 26, s. 86; 1995, c. 67, s. 59.
Section 86Verify source
§ 87Section 87Provision

Source excerpt

87. A decrease in the number of directors does not end the term of the directors then in office. 1982, c. 26, s. 87.

87. A decrease in the number of directors does not end the term of the directors then in office. 1982, c. 26, s. 87.
Section 87Verify source
§ 88Section 88Provision

Source excerpt

The cooperative must file a declaration of any board composition change within 15 days.

88. Within 15 days from any change in the composition of the board of directors, the cooperative shall give notice of the change by filing a declaration to that effect in accordance with the Act respecting the legal publicity of enterprises (chapter P-44.1). On application by any interested person, the court may require the cooperative to comply with this section and may take any other measure it deems expedient. 1982, c. 26, s. 88; 1995, c. 67, s. 60; 2003, c. 18, s. 56; 2010, c. 7, s. 282; I.N. 2016-01-01 (NCCP).
Section 88Verify source
§ 89Section 89Provision

Source excerpt

The board of directors has broad powers to manage the cooperative, but the general meeting can limit some powers by by-law. The board cannot borrow, hypothecate, or otherwise use property as security, and cannot sell, rent, or exchange all or substantially all of the cooperative’s property outside the normal course of business, unless authorized by the required vote of the members or their representatives at a general meeting.

89. The board of directors has all the powers necessary to manage the affairs of the cooperative. The general meeting may, by by-law, determine the powers that cannot be exercised by the board of directors except with the authorization of the general meeting. The meeting may not require that the board of directors obtain its authorization to exercise the powers expressly granted to the board under other provisions of this Act. However, the board of directors may not borrow or hypothecate or otherwise give as security any property of the cooperative or property delivered to the cooperative by members or auxiliary members unless it is authorized to do so in a by-law adopted by 2/3 of the votes cast by the members or their representatives present at a general meeting. The board of directors may not sell, rent or exchange all or substantially all the property of the cooperative, outside the normal course of its business, unless it is authorized to do so by a resolution adopted by three quarters of the votes cast by the members or their representatives present at a general meeting. 1982, c. 26, s. 89; 1992, c. 57, s. 524; 1995, c. 67, s. 61; 2003, c. 18, s. 57; 2026, c. 1, s. 36.
Section 89Verify source
§ 90Section 90Provision

Source excerpt

The board of directors must carry out a list of governance and reporting duties for the cooperative.

90. The board of directors shall, in particular, (1) appoint a general manager or a manager, unless otherwise provided for in the by-laws; (2) insure the cooperative against the risks it determines, subject to the requirements and restrictions set out in the by-laws; (3) designate the persons authorized to sign contracts or other documents on behalf of the cooperative; (4) at the annual meeting, give an account of its management and submit the annual report; (4.1) make a recommendation to the annual meeting concerning the allocation of any operating surplus or surplus earnings that takes into account the repayment of shares anticipated in the annual report and, if applicable, the other elements established by the cooperative’s by-laws; (4.2) make a recommendation to the general meeting in connection with the election of the persons referred to in section 81.1 otherwise than to fill a vacancy; (5) facilitate the work of the auditor; (6) promote the training of the members, directors, executive officers and employees of the cooperative in the field of cooperation and encourage information of the public on the nature and advantages of cooperation; (7) promote cooperation among the members, between the members and the cooperative and between the cooperative and other cooperative organizations; (7.1) encourage support of sustainable development efforts in the community where the cooperative operates; (8) furnish the Minister, at his request, with a copy of the by-laws and with any information or documents he may require regarding the carrying out of this Act. 1982, c. 26, s. 90; 1995, c. 67, s. 62; 2003, c. 18, s. 58; 2026, c. 1, s. 37.
Section 90Verify source
§ 91Section 91Provision

Source excerpt

The cooperative’s directors, executive officers, and other representatives are treated as mandataries of the cooperative, and they must act with prudence, diligence, honesty, loyalty, and in the cooperative’s interest when performing their functions.

91. The directors, executive officers and other representatives of the cooperative are considered to be mandataries of the cooperative. They must, in the exercise of their functions, act with prudence and diligence, honesty and loyalty and in the interest of the cooperative. 1982, c. 26, s. 91; 2026, c. 1, s. 38.
Section 91Verify source
§ 92Section 92Provision

Source excerpt

The board of directors must meet when called by the president or two directors; unless the bylaws say otherwise, five days’ notice applies.

92. The board of directors shall meet at the call of the president or two directors. Unless otherwise provided in the by-laws, the meeting is convened on five day’s notice. The board of directors of the federation of which the cooperative is a member may call a meeting of the board of directors. A representative of the federation may attend the meeting and be heard. 1982, c. 26, s. 92.
Section 92Verify source
§ 93Section 93Provision

Source excerpt

A board quorum exists when a majority of the directors set by by-law are present. Board decisions are made by a majority vote of the directors present, and the chair has a casting vote if there is a tie.

93. A majority of the number of directors determined by by-law in accordance with section 80 constitutes a quorum of the board of directors. The decisions of the board of directors are taken by the majority of the votes of the directors present. In case of a tie, the chairman of the meeting has a casting vote. 1982, c. 26, s. 93; 2003, c. 18, s. 59.
Section 93Verify source
§ 94Section 94Provision

Source excerpt

A director may waive notice of a board meeting in writing.

94. A director may in writing waive a notice of a meeting of the board of directors. His sole attendance at a meeting is a waiver except where he attends a meeting for the express purpose of objecting to the holding of the meeting on the ground that the manner of calling it was irregular. 1982, c. 26, s. 94.
Section 94Verify source
§ 95Section 95Provision

Source excerpt

Directors may attend a board meeting by communication means if the by-laws allow it and a majority agree; participating directors may also vote electronically if the method lets votes be verified afterward and keeps a requested ballot secret.

95. Subject to the by-laws, the directors may, if a majority of them agree, participate in a meeting of the board by using means of communication enabling all participants to communicate with each other. Those who participate in the meeting in this manner are deemed to have attended the meeting. Directors who participate in such a meeting may vote by any means enabling votes to be cast in a way that allows them to be verified afterwards and protects the secrecy of the vote when such a ballot has been requested. 1982, c. 26, s. 95; 1995, c. 67, s. 63; 2003, c. 18, s. 60; 2021, c. 35, s. 21.
Section 95Verify source
§ 96Section 96Provision

Source excerpt

96. A resolution in writing signed by all the directors is as valid as if it had been passed at a meeting of the board. A duplicate of the resolution is kept with the minutes of the proceedings of the board. 1982, c. 26, s. 96.

96. A resolution in writing signed by all the directors is as valid as if it had been passed at a meeting of the board. A duplicate of the resolution is kept with the minutes of the proceedings of the board. 1982, c. 26, s. 96.
Section 96Verify source
§ 97Section 97Provision

Source excerpt

A director present at a board meeting is treated as having accepted every resolution or participated in every measure taken while present, unless the director records dissent in the minutes or gives written dissent to the meeting secretary before adjournment or closing.

97. A director present at a meeting of the board is deemed to have acquiesced in every resolution passed or to have participated in every measure taken while he is present at the meeting, except (1) if at the meeting he requests that his dissent be recorded in the minutes; (2) if, before the adjournment or closing of the meeting, he informs the secretary of the meeting in writing of his dissent. 1982, c. 26, s. 97.
Section 97Verify source
§ 98Section 98Provision

Source excerpt

A director who is absent from a board meeting is deemed not to have approved any resolution or taken part in any measure made in their absence.

98. A director absent from a meeting of the board is deemed not to have approved any resolution or participated in any measure taken in his absence. 1982, c. 26, s. 98.
Section 98Verify source
§ 99Section 99Provision

Source excerpt

A director may be dismissed by the members entitled to elect him, but only at a special meeting attended by those members.

99. A director may be dismissed by the members entitled to elect him, at a special meeting to which only such members are called. 1982, c. 26, s. 99; 1995, c. 67, s. 64.
Section 99Verify source
§ 100Section 100Provision

Source excerpt

A vacancy caused by a director’s dismissal may be filled at the dismissal meeting, or otherwise under section 85. The meeting notice must mention that election if the dismissal resolution passes.

100. A vacancy resulting from the dismissal of a director may be filled at the meeting where the dismissal takes place or, if not, in accordance with section 85. The notice calling the meeting must mention the holding of such an election if the resolution of dismissal is passed. 1982, c. 26, s. 100.
Section 100Verify source
§ 101Section 101Provision

Source excerpt

A director cannot be dismissed at a special meeting unless he was given written notice, within the time set for calling the meeting, of the grounds and the meeting details.

101. No director may be dismissed at a special meeting unless he has been informed in writing, within the time prescribed for calling the meeting, of the grounds for dismissal and of the place, date and time of the meeting. At the meeting, the director may oppose his dismissal by making representations or by transmitting a written statement to be read by the chairman. 1982, c. 26, s. 101; 1995, c. 67, s. 65.
Section 101Verify source
§ 102Section 102Provision

Source excerpt

Directors are not entitled to remuneration, but they may be reimbursed for justifiable expenses and may receive an attendance allowance fixed by the annual meeting.

102. The directors are not entitled to any remuneration. However, they are entitled to the reimbursement of justifiable expenses incurred in carrying out their duties and may receive an attendance allowance fixed by the annual meeting. In addition, where a director, pursuant to a mandate given by the board of directors, represents the cooperative outside the meetings of the board of directors, the board may decide to remunerate him and shall fix the amount. 1982, c. 26, s. 102; 1995, c. 67, s. 66.
Section 102Verify source
§ 102.1Section 102.1Provision

Source excerpt

If an attendance allowance is fixed under section 102, an employee-director attending board meetings during work hours receives only the part of the allowance that exceeds any salary paid for that participation.

102.1. When an attendance allowance has been fixed in accordance with the second paragraph of section 102, a director who is an employee of the cooperative and who participates in meetings of the board of directors during the director’s work hours receives only the portion of the allowance that exceeds, if applicable, the salary the director is paid in the course of the director’s participation. 2026, c. 1, s. 39.
Section 102.1Verify source
§ 103Section 103Provision

Source excerpt

A cooperative must defend its director or other mandatary when they are prosecuted for acts or omissions done in their functions or under a mandate for the cooperative, and must pay resulting damages unless there is gross or intentional fault.

103. A cooperative shall assume the defence of its director or other mandatary prosecuted by a third party for any act done or omission made in the exercise of his functions, or in the execution of a mandate on behalf of the cooperative. The cooperative shall pay any damages resulting from the act or omission, unless the director or mandatary is guilty of a gross or intentional fault. However, in a penal or criminal proceeding, the cooperative shall assume only the payment of the expenses of its director or other mandatary, if he had reasonable grounds to believe that his conduct was in conformity with the law, or the payment of the expenses of the director or other mandatary, if he has been freed or acquitted, or if the proceeding has been withdrawn or dismissed. 1982, c. 26, s. 103; 1995, c. 67, s. 67; 2003, c. 18, s. 61.
Section 103Verify source
§ 104Section 104Provision

Source excerpt

A cooperative may be required by the court to pay the expenses of its director or other mandatary in certain prosecution cases.

104. A cooperative shall, where the court so decides, assume the expenses of its director or other mandatary if, having prosecuted him for an act done or omission made in the exercise of his functions or the execution of a mandate on behalf of the cooperative, it loses its case. If the cooperative wins its case only in part, the court may determine the amount of the expenses the cooperative shall assume. 1982, c. 26, s. 104; 1995, c. 67, s. 68.
Section 104Verify source
§ 105Section 105Provision

Source excerpt

A cooperative must assume the obligations in sections 103 and 104 for a person who acted at its request as a director of a legal person in which the cooperative is a shareholder or creditor.

105. A cooperative shall assume the obligations contemplated in sections 103 and 104 in respect of any person who acted at its request as a director of a legal person of which it is a shareholder or creditor. 1982, c. 26, s. 105; 1995, c. 67, s. 165.
Section 105Verify source
§ 106Section 106Provision

Source excerpt

A director with a conflicting interest must disclose it, not vote, not influence the decision, make the disclosure in writing, have it entered in the board minutes, and leave the meeting for the deliberation and decision.

106. Any director having a direct or indirect interest in an enterprise, a contract or an economic activity placing his personal interest in conflict with the interest of the cooperative, other than an interest arising from his capacity as a member, must under pain of forfeiture of office disclose his interest, abstain from voting on any matter concerning the enterprise, contract or economic activity in which he has an interest and refrain from influencing the decision pertaining to that matter. The disclosure shall be made in writing and shall be entered in the minutes of the deliberations of the board of directors. He must, in addition, leave the meeting for the duration of the deliberation and for the decision regarding the enterprise, contract or economic activity in which he has an interest. 1982, c. 26, s. 106; 1995, c. 67, s. 69; 2003, c. 18, s. 62.
Section 106Verify source
§ 106.0.1Section 106.0.1Provision

Source excerpt

106.0.1. If there is no quorum during a vote on a matter concerning an enterprise, a contract or an economic activity in which one or more directors have an interest only because the director or directors had to leave the meeting pursuant

106.0.1. If there is no quorum during a vote on a matter concerning an enterprise, a contract or an economic activity in which one or more directors have an interest only because the director or directors had to leave the meeting pursuant to the second paragraph of section 106, the other directors present are deemed to constitute a quorum for the purpose of that vote. 2026, c. 1, s. 40.
Section 106.0.1Verify source
§ 106.1Section 106.1Provision

Source excerpt

Certain cooperative mandataries in the situation described in section 106 must disclose their interest in writing to the board and avoid influencing the board’s decision; if applicable, they must leave the meeting.

106.1. Any other mandatary of the cooperative who is in the situation described in section 106 must disclose his interest in writing to the board of directors, under pain of dismissal or cancellation of contract or of other measures determined by the board. Such mandatary must also refrain from influencing the decision of the board of directors and must, where applicable, leave the meeting. 1995, c. 67, s. 69.
Section 106.1Verify source
§ 107Section 107Provision

Source excerpt

A board with at least six directors may, if its by-laws allow, create an executive committee of directors.

107. If the board of directors is composed of at least six members, it may, if so authorized by the by-laws, establish an executive committee composed of directors. The number of members of the executive committee may not exceed half the number of directors and may not be less than three. In addition, the members of the executive committee of the board of directors of a solidarity cooperative must reflect the diversity of the cooperative’s members and where they include supporting members, the number of members from that class may not exceed one-third of the number of members of the committee. 1982, c. 26, s. 107; 2003, c. 18, s. 63; 2026, c. 1, s. 41.
Section 107Verify source
§ 108Section 108Provision

Source excerpt

The executive committee has the powers delegated to it by the board of directors.

108. The executive committee has the powers delegated to it by the board of directors. 1982, c. 26, s. 108.
Section 108Verify source
§ 108.1Section 108.1Provision

Source excerpt

If a cooperative’s board has at least $10,000,000 in revenues for the preceding fiscal year, and the by-laws authorize it, the board may create other director committees, set their mandate, and delegate certain powers to them.

108.1. The board of directors of a cooperative with revenues of at least $10,000,000 for the preceding fiscal year may, if authorized by the by-laws, establish other committees of directors composed of at least three directors, determine their mandate and delegate certain powers to them. In the case of a solidarity cooperative, the provisions of the third paragraph of section 107 apply to the composition of committees of directors referred to in the first paragraph of this section. Such committees shall report to the board of directors. 1995, c. 67, s. 71; 2026, c. 1, s. 42.
Section 108.1Verify source
§ 109Section 109Provision

Source excerpt

Sections 92 to 98 and section 102 apply to this chapter, with necessary modifications.

109. Sections 92 to 98 and section 102 apply, with the necessary modifications, to this chapter. 1982, c. 26, s. 109.
Section 109Verify source
§ 110Section 110Provision

Source excerpt

The board of directors may replace any member of a committee.

110. The board of directors may replace any member of a committee. 1982, c. 26, s. 110; 1995, c. 67, s. 72.
Section 110Verify source
§ 111Section 111Repeal

Source excerpt

Section 111 is repealed.

111. (Repealed). 1982, c. 26, s. 111; 1995, c. 67, s. 73.
Section 111Verify source
§ 112Section 112Repeal

Source excerpt

Section 112 is repealed.

112. (Repealed). 1982, c. 26, s. 112; 1995, c. 67, s. 73.
Section 112Verify source
§ 112.1Section 112.1Provision

Source excerpt

The cooperative’s executive officers are the president, vice-president, and secretary; where applicable, the treasurer and the general manager or manager are also included.

112.1. The executive officers of the cooperative are the president, the vice-president and the secretary and, where applicable, the treasurer and the general manager or manager. 1995, c. 67, s. 74.
Section 112.1Verify source
§ 112.2Section 112.2Provision

Source excerpt

The board of directors may create other executive positions if authorized by the by-laws.

112.2. The board of directors may, if authorized by the by-laws, create other executive positions. 1995, c. 67, s. 74.
Section 112.2Verify source
§ 113Section 113Provision

Source excerpt

The board of directors must choose a chairman and a vice-chairman from among its members at or following the general organization meeting or annual meeting.

113. The board of directors, at or following the general organization meeting or annual meeting, shall choose a chairman and a vice-chairman from among its members. 1982, c. 26, s. 113.
Section 113Verify source
§ 114Section 114Provision

Source excerpt

114. The chairman and vice-chairman of the board of directors are president and vice-president of the cooperative. 1982, c. 26, s. 114.

114. The chairman and vice-chairman of the board of directors are president and vice-president of the cooperative. 1982, c. 26, s. 114.
Section 114Verify source
§ 115Section 115Provision

Source excerpt

If the chairman is absent or unable to act, the vice-chairman replaces him.

115. If the chairman is absent or unable to act, the vice-chairman shall replace him. 1982, c. 26, s. 115.
Section 115Verify source
§ 116Section 116Provision

Source excerpt

The board of directors must appoint a secretary and, if needed, a treasurer, and set their pay.

116. The board of directors shall appoint a secretary and, if necessary, a treasurer, and fix their remuneration. If the office of secretary or treasurer is held by a member of the board of directors, his remuneration must be fixed by the general meeting. 1982, c. 26, s. 116.
Section 116Verify source
§ 117Section 117Provision

Source excerpt

Executive officers’ powers and duties are set by by-law; a by-law may let the board of directors determine them for executive officers who are not directors.

117. The powers and duties of the executive officers are determined by by-law. The by-laws may, however, authorize the board of directors to determine the powers and duties of the executive officers who are not directors. The office of general manager or manager is incompatible with the position of director. The by-law may, in respect of persons who hold a position of director without being a member of the cooperative, make any other office as an executive officer incompatible with the position of director. 1982, c. 26, s. 117; 1995, c. 67, s. 75; 2026, c. 1, s. 43.
Section 117Verify source
§ 118Section 118Amendment

Source excerpt

The general meeting must adopt a resolution to amend a cooperative’s articles.

118. To amend the articles of a cooperative, the general meeting must adopt a resolution. 1982, c. 26, s. 118; 2026, c. 1, s. 148.
Section 118Verify source
§ 119Section 119Amendment

Source excerpt

A resolution amending the articles must pass by two-thirds of the votes cast at an annual meeting or a specially called meeting, and it must authorize a director to sign the amendment application to the Minister.

119. The resolution amending the articles must be adopted by two-thirds of the votes cast by the members or representatives present at an annual meeting or at a special meeting called for that purpose. The resolution must authorize one of the directors to sign an application for the amendment of the articles addressed to the Minister. 1982, c. 26, s. 119; 2015, c. 3, s. 8; 2026, c. 1, s. 148.
Section 119Verify source
§ 120Section 120Amendment

Source excerpt

The application and articles of amendment must include a director’s attestation that the cooperative meets section 119, plus any other document or information required by the Minister, and the application must be sent to the Minister.

120. The application and the articles of amendment must be accompanied with an attestation from a director establishing that the cooperative has met the requirements of section 119 and with any other document or information required by the Minister for the examination of the application. The application, signed by the authorized director, and the articles of amendment must be sent to the Minister. 1982, c. 26, s. 120; 1993, c. 48, s. 364; 2003, c. 18, s. 64; 2015, c. 3, s. 9.
Section 120Verify source
§ 121Section 121Amendment

Source excerpt

The Minister may accept an amendment after receiving the required application, documents, and fees. If accepted, the Minister must endorse the articles, send a certified copy to the enterprise registrar, and the registrar must file it in the register.

121. On receiving the application, the articles of amendment, the accompanying documents, the fees prescribed by government regulation and any other required document or information, the Minister may, if he or she considers it advisable, accept the amendment. For that purpose, the Minister, in addition to the procedure set out in subparagraphs 2 and 3 of the second paragraph of section 13, shall endorse “articles amended” on the articles of amendment, with the date of approval, followed by the signature of the Minister or of the Minister’s designee. The Minister shall send a certified copy of the articles of amendment to the enterprise registrar, who shall deposit them in the register. The amendment is effective from the date of the Minister’s approval appearing on the articles of amendment or any subsequent date that is mentioned in the articles. 1982, c. 26, s. 121; 1993, c. 48, s. 365; 2002, c. 45, s. 295; 2003, c. 18, s. 65; 2015, c. 3, s. 10.
Section 121Verify source
§ 121.1Section 121.1Provision

Source excerpt

The board of directors may correct obvious and similar errors in the articles without member-meeting authorization, the Minister may ask a cooperative to correct an obvious error, and any correction request must be addressed to the Minister.

121.1. The board of directors may, without the authorization of a meeting of the members, correct obvious reference, typographical, transcription and similar errors in the articles. The Minister may, of the Minister’s own motion or at the request of any interested person, ask a cooperative to correct an obvious error in the articles. In all cases, a correction request must be addressed to the Minister. 2015, c. 3, s. 11.
Section 121.1Verify source
§ 121.2Section 121.2Provision

Source excerpt

The board of directors must authorize one director to sign the correction request.

121.2. The board of directors shall authorize one of the directors to sign the correction request. 2015, c. 3, s. 11.
Section 121.2Verify source
§ 121.3Section 121.3Provision

Source excerpt

A correction request and the corrected articles must include a copy of the erroneous articles and, if applicable, any other documents or information required by the Minister.

121.3. The correction request and the corrected articles must be accompanied with a copy of the articles containing errors and, if applicable, with any other documents or information required by the Minister. The correction request, signed by the authorized director, and the corrected articles must be sent to the Minister. 2015, c. 3, s. 11.
Section 121.3Verify source
§ 121.4Section 121.4Provision

Source excerpt

When a correction request is received with the corrected articles, required documents, and prescribed fees, the Minister must replace the erroneous articles with the corrected ones.

121.4. On receiving the correction request, the corrected articles, the accompanying documents, the fees prescribed by government regulation and any other required documents or information, the Minister shall replace the articles containing an error by the corrected articles. The Minister shall send a certified copy of the corrected articles to the enterprise registrar, who shall replace the articles in the register by the corrected articles. 2015, c. 3, s. 11.
Section 121.4Verify source
§ 121.5Section 121.5Provision

Source excerpt

121.5. The articles of the cooperative as corrected are deemed correct since their origin. However, in the case of the correction of a date, the correction prevails if it is later than the date being corrected. 2015, c. 3, s. 11.

121.5. The articles of the cooperative as corrected are deemed correct since their origin. However, in the case of the correction of a date, the correction prevails if it is later than the date being corrected. 2015, c. 3, s. 11.
Section 121.5Verify source
§ 122Section 122Provision

Source excerpt

A cooperative’s by-laws must be adopted by the general meeting.

122. The by-laws of a cooperative must be adopted by the general meeting. 1982, c. 26, s. 122.
Section 122Verify source
§ 123Section 123Amendment

Source excerpt

For most general meetings, the notice must mention any by-law that may be adopted or amended and any resolution to be adopted.

123. The notice of a general meeting other than the general organization meeting must mention any by-law that may be adopted or amended and any resolution to be submitted for adoption at that general meeting. Where the notice of meeting is given in writing, it shall be accompanied with a copy or summary of the draft by-law and the draft resolution appearing on the agenda. Where another manner of calling the meeting is used, the cooperative must make a copy of those documents available at a location designated in the notice of the meeting. 1982, c. 26, s. 123; 2003, c. 18, s. 66; 2026, c. 1, s. 44.
Section 123Verify source
§ 124Section 124Provision

Source excerpt

Every cooperative must keep a register at its head office.

124. Every cooperative shall keep a register at its head office containing (1) its articles and by-laws, the agreement on administration by the meeting of its members referred to in section 61 and the latest notice of the address of its head office; (2) a list of its directors and executive officers stating their names and domiciles and stating, where applicable, the starting date and duration of their terms of office; (3) the minutes and resolutions of its general meetings; (4) the minutes of the meetings and the resolutions of the board of directors, of the executive committee and of any other committee; (5) a list of the members, auxiliary members and other shareholders stating their names and their last known addresses; (6) the number of common shares and preferred shares held by the members and shareholders; (7) the subscription, redemption, repayment or transfer dates of each share and the amount, if any, owing on each share; (8) its annual reports of the last six fiscal years. 1982, c. 26, s. 124; 1995, c. 67, s. 76; 2003, c. 18, s. 67; 2026, c. 1, s. 45.
Section 124Verify source
§ 124.1Section 124.1Provision

Source excerpt

The register may be kept on any storage device that can reproduce data in readable written form.

124.1. The register may be stored on any information storage device that is capable of reproducing data in intelligible written form. 1995, c. 67, s. 76.
Section 124.1Verify source
§ 125Section 125Repeal

Source excerpt

Section 125 is repealed.

125. (Repealed). 1982, c. 26, s. 125; 1995, c. 67, s. 77.
Section 125Verify source
§ 126Section 126Repeal

Source excerpt

Section 126 is repealed.

126. (Repealed). 1982, c. 26, s. 126; 1995, c. 67, s. 77.
Section 126Verify source
§ 127Section 127Provision

Source excerpt

A member may inspect certain cooperative records during usual office hours and may obtain copies of specified documents; the cooperative may charge fees for reproduction and transmission.

127. Any member may consult the documents referred to in paragraphs 1 to 3 and 5 to 8 of section 124 contained in the cooperative’s register during the cooperative’s usual office hours. In addition, the member may obtain a copy of the articles and by-laws, a copy of the resolutions that determine the characteristics of the shares issued by the cooperative and of the agreement referred to in section 61 and a copy of every annual report. The cooperative may require the payment of fees for the reproduction and transmission of the documents. 1982, c. 26, s. 127; 1995, c. 67, s. 78; 2003, c. 18, s. 68; 2026, c. 1, s. 46.
Section 127Verify source
§ 127.1Section 127.1Provision

Source excerpt

A share holder in the cooperative may obtain a copy of the resolution or by-law that sets the characteristics of those shares, and a shareholder may consult the last annual report during usual office hours.

127.1. A holder of shares in the cooperative may obtain a copy of the resolution or by-law that determines the characteristics of those shares. A shareholder may also consult the last annual report, during the cooperative’s usual office hours. 2003, c. 18, s. 69.
Section 127.1Verify source
§ 127.2Section 127.2Provision

Source excerpt

The cooperative may require a member or shareholder to sign a written declaration limiting use of information obtained under sections 127 or 127.1 to exercising rights under the Act.

127.2. The cooperative may require that a member or shareholder declare in writing that the information obtained under section 127 or 127.1 will be used solely for the exercise of the rights of the member or shareholder under this Act. 2003, c. 18, s. 69.
Section 127.2Verify source
§ 128Section 128Provision

Source excerpt

128. The activities of a cooperative with its members do not constitute a means of earning a profit regardless of whether the cooperative prohibits itself from allotting rebates and paying interest on the preferred shares issued to

128. The activities of a cooperative with its members do not constitute a means of earning a profit regardless of whether the cooperative prohibits itself from allotting rebates and paying interest on the preferred shares issued to members. 1982, c. 26, s. 128; 1995, c. 67, s. 79; 2026, c. 1, s. 47.
Section 128Verify source
§ 128.1Section 128.1Provision

Source excerpt

A cooperative must do a set proportion of its business with its members, and if the required proportion is not met by year-end, it must explain why in its annual report.

128.1. A cooperative must carry on with its members a proportion of its total business according to a percentage determined by the government regulation that applies to it. In the case of a solidarity cooperative, this proportion is calculated separately for the members who are users of the cooperative and for those who are workers of the cooperative. In the case of a cooperative whose articles set out that it is operated in the interest of a collectivity, this proportion is established in accordance with the modalities determined by government regulation. Should that proportion not be attained at the end of a fiscal year, the cooperative must specify in the annual report for that fiscal year the reasons for that situation. The total business of a cooperative includes business done by a subsidiary of the cooperative or by a trust company to which the cooperative transfers property that is part of its patrimony. 2003, c. 18, s. 70; 2026, c. 1, s. 48.
Section 128.1Verify source
§ 128.2Section 128.2Provision

Source excerpt

If a cooperative does not state the proportion of business done with members in its annual report, that proportion is treated as below the government-prescribed proportion, unless the cooperative proves the proportion by auditor attestation within 90 days after notice.

128.2. Where the cooperative does not indicate in its annual report the proportion of its business done with its members, that proportion is deemed to be less than the proportion prescribed by government regulation, except if the cooperative establishes that proportion by attestation from its auditor within 90 days of receipt of a notice to that effect. 2003, c. 18, s. 70.
Section 128.2Verify source
§ 129Section 129Repeal

Source excerpt

Section 129 is repealed.

129. (Repealed). 1982, c. 26, s. 129; 1995, c. 67, s. 80.
Section 129Verify source
§ 130Section 130Provision

Source excerpt

Unless the by-laws say otherwise, a cooperative’s fiscal year is the calendar year.

130. Unless otherwise provided in the by-laws, the fiscal year of a cooperative is the calendar year. 1982, c. 26, s. 130; 2003, c. 18, s. 71; 2026, c. 1, s. 49.
Section 130Verify source
§ 131Section 131Provision

Source excerpt

The cooperative must keep the books needed to prepare its financial statements.

131. The cooperative shall keep the necessary books for the preparation of the financial statements. The form and tenor of the financial statements are determined by government regulation. 1982, c. 26, s. 131.
Section 131Verify source
§ 132Section 132Provision

Source excerpt

The board of directors must prepare an annual report within six months after the close of the fiscal year.

132. Within six months after the close of the fiscal year, the board of directors shall prepare an annual report containing, in particular, (1) the name and domicile of the cooperative and any other name under which it is identified; (2) the names of the directors and executive officers; (2.1) a mention, if such is the case, that the members have agreed not to elect any directors for that year; (3) the number of members and of associate members, if any, of the cooperative; (4) the financial statements for the last fiscal year; (4.1) a statement of the capital stock, including requests for repayment of shares, and the anticipated repayment of the shares; (5) the auditor’s report; (5.1) the date of the annual meeting; (6) the number of persons, if any, employed by the cooperative; (6.1) where applicable, the name of the federation with which the cooperative is affiliated; (6.2) a description of the measures taken to promote the training of the members, directors, executive officers and employees of the cooperative in the field of cooperation and to inform the public on the nature and advantages of cooperation; (7) the other information required by by-law. 1982, c. 26, s. 132; 1995, c. 67, s. 81; 2003, c. 18, s. 72; 2015, c. 3, s. 12; 2026, c. 1, s. 50.
Section 132Verify source
§ 133Section 133Provision

Source excerpt

The annual financial statements must be approved by the board of directors and certified by two authorized directors.

133. The annual financial statements must be approved by the board of directors and their approval certified by two directors authorized for that purpose. They must, in particular, reflect the recommendation of the board of directors referred to in paragraph 4.1 of section 90 concerning the allocation of any operating surplus or surplus earnings. The difference with the amount approved by the members at the annual meeting, if any, must be reflected in the financial statements of the following fiscal year. 1982, c. 26, s. 133; 2026, c. 1, s. 51.
Section 133Verify source
§ 134Section 134Provision

Source excerpt

Within 30 days after the annual meeting, the board of directors must send a copy of the annual report to the Minister, and, if applicable, to the federation of which the cooperative is a member.

134. Within 30 days after the annual meeting, the board of directors shall send a copy of the annual report to the Minister, and, where that is the case, to the federation of which the cooperative is a member. 1982, c. 26, s. 134; 1995, c. 67, s. 82.
Section 134Verify source
§ 135Section 135Provision

Source excerpt

The cooperative must appoint an auditor at each annual meeting, and the auditor must meet membership and permit requirements. The Government may exempt a cooperative from this rule by regulation.

135. At each annual meeting, the cooperative shall appoint an auditor responsible for performing the audit of its financial statements whose term of office expires at the following annual meeting. The auditor must be a member of the Ordre des comptables professionnels agréés du Québec and hold, if applicable, the required permit. The Government may, by regulation, exempt a cooperative from the application of the first paragraph, on the basis of its volume of business or according to other criteria determined by the regulation. 1982, c. 26, s. 135; 1984, c. 28, s. 3; 1994, c. 40, s. 457; 1995, c. 67, s. 83; 2012, c. 11, s. 32; 2026, c. 1, s. 53.
Section 135Verify source
§ 136Section 136Provision

Source excerpt

If no auditor is appointed at the annual meeting, the Minister may appoint one on application by three members of the cooperative or of its federation. The directors may also appoint an auditor if the office becomes vacant.

136. If no auditor is appointed at the annual meeting, the Minister, on the application of three members of the cooperative or of the federation of which the cooperative is a member, may appoint an auditor. The directors may appoint an auditor if that office becomes vacant. 1982, c. 26, s. 136.
Section 136Verify source
§ 136.1Section 136.1Provision

Source excerpt

An auditor, except one appointed by the Minister under section 136, may be dismissed at a special meeting called for that purpose.

136.1. Every auditor, except an auditor appointed by the Minister under section 136, may be dismissed at a special meeting called for that purpose. The vacancy created by the dismissal of an auditor may be filled during the meeting at which the dismissal takes place or, failing that, in accordance with the second paragraph of section 136. 1995, c. 67, s. 84.
Section 136.1Verify source
§ 137Section 137Repeal

Source excerpt

Section 137 is repealed.

137. (Repealed). 1982, c. 26, s. 137; 1995, c. 67, s. 85.
Section 137Verify source
§ 138Section 138Repeal

Source excerpt

Section 138 is repealed.

138. (Repealed). 1982, c. 26, s. 138; 2026, c. 1, s. 54.
Section 138Verify source
§ 139Section 139Provision

Source excerpt

A mandate may be given to the auditor to conduct a review engagement instead of the audit if two-thirds of the members or representatives present at the annual meeting consent.

139. Despite the first paragraph of section 135, a mandate may be given to the auditor to conduct a review engagement instead of the audit if two-thirds of the members or representatives present at the annual meeting consent to it. 1982, c. 26, s. 139; 1995, c. 67, s. 86; 2026, c. 1, s. 55.
Section 139Verify source
§ 140Section 140Provision

Source excerpt

The auditor may require the cooperative’s directors, executive officers, members, and employees to provide documents and information needed for the auditor’s duties.

140. The auditor has access to the books, accounts, securities and vouchers of the cooperative and may require the directors, executive officers, members and employees of the cooperative to furnish any documents and information necessary for the performance of his duties. 1982, c. 26, s. 140.
Section 140Verify source
§ 141Section 141Provision

Source excerpt

The auditor must report to the members in the manner set by Government regulation.

141. The auditor shall make a report to the members in accordance with the modalities determined by regulation of the Government. 1982, c. 26, s. 141; 1984, c. 28, s. 4.
Section 141Verify source
§ 142Section 142Provision

Source excerpt

The auditor must send his report to the board of directors.

142. The auditor shall send his report to the board of directors. This report forms part of the annual report. 1982, c. 26, s. 142.
Section 142Verify source
§ 143Section 143Repeal

Source excerpt

At the general meeting, cooperative members must allocate operating surplus or surplus earnings in the order and on the conditions set out in this section.

143. At the general meeting, the members of the cooperative, after considering the recommendations of the board of directors and in accordance with the income statement for the preceding fiscal year, shall allocate the amount of the operating surplus or surplus earnings, once the interest allocated to preferred shares has been deducted, (1) to the general reserve; (1.1) to the reserve for future rebates, if applicable; (2) to the allotment of rebates to persons or partnerships who were members of the cooperative during the fiscal year, to the extent that the general reserve presents a positive balance; (3) to the allotment of rebates to persons or partnerships who were auxiliary members of the cooperative during the fiscal year, in accordance with the by-laws and to the extent that the general reserve presents a positive balance; (4) (subparagraph repealed). The rebates are allotted to the members and to the auxiliary members, if any, in proportion to the business done by each of them, during that fiscal year, with the cooperative. However, where a cooperative allots any rebates from the operating surplus or surplus earnings derived from a business corporation or a partnership in which it holds shares or other securities, the general meeting shall determine the volume of business done by the members and auxiliary members, if any, with the business corporation or partnership during that fiscal year, which shall be taken into account by the cooperative for the allotment of such rebates. Notwithstanding the second and third paragraphs, the cooperative may, by by-law, provide that the rebates are calculated on the basis of the concerned business done during a period covering several successive fiscal years, without, however, exceeding the last four. 1982, c. 26, s. 143; 1984, c. 28, s. 5; 1995, c. 67, s. 87; 2001, c. 36, s. 36; 2009, c. 52, s. 558; 2026, c. 1, s. 57.
Section 143Verify source
§ 144Section 144Provision

Source excerpt

Operating surplus or surplus earnings under section 143 may be placed in the general reserve, the reserve for future rebates, or paid out as rebates, subject to sections 146, 148, 148.1, and 149.

144. The operating surplus or surplus earnings referred to in section 143 may be paid into the general reserve or, if applicable, the reserve for future rebates or allotted as rebates, subject to sections 146, 148, 148.1 and 149. 1982, c. 26, s. 144; 1995, c. 67, s. 88; 2001, c. 36, s. 37; 2026, c. 1, s. 58.
Section 144Verify source
§ 145Section 145Provision

Source excerpt

145. The general reserve is composed of the aggregate of the operating surplus or surplus earnings paid into the general reserve every year and any devolved sums and contributed surplus. 1982, c. 26, s. 145; 2015, c. 3, s. 14; 2026, c. 1,

145. The general reserve is composed of the aggregate of the operating surplus or surplus earnings paid into the general reserve every year and any devolved sums and contributed surplus. 1982, c. 26, s. 145; 2015, c. 3, s. 14; 2026, c. 1, s. 59.
Section 145Verify source
§ 146Section 146Provision

Source excerpt

Members must allocate at least 10% of operating surplus or surplus earnings to the general reserve, and must allocate or pay out an additional at least 10% until equity reaches at least 40% of the cooperative’s debts.

146. The members must allocate at least 10% of the operating surplus or surplus earnings to the general reserve and, in addition, they must allocate to the general reserve or allot as rebates in the form of shares an additional percentage of at least 10% of the operating surplus or surplus earnings. The cooperative must comply with this total obligation of allocation until equity is equal to at least 40% of the debts of the cooperative. The operating surplus or surplus earnings referred to in the first paragraph are the operating surplus or surplus earnings appearing in the income statement of the cooperative once the interest allocated to preferred shares has been deducted. 1982, c. 26, s. 146; 1995, c. 67, s. 89; 2001, c. 36, s. 38; 2003, c. 18, s. 73; 2026, c. 1, s. 60.
Section 146Verify source
§ 146.0.1Section 146.0.1Provision

Source excerpt

If no by-law allows auxiliary members to receive rebates, the operating surplus or surplus earnings from section 149 must be allocated to the general reserve.

146.0.1. When no by-law allows auxiliary members to have rebates allotted to them, the operating surplus or surplus earnings resulting from the application of the second paragraph of section 149 must also be allocated to the general reserve. 2026, c. 1, s. 61.
Section 146.0.1Verify source
§ 146.1Section 146.1Provision

Source excerpt

A sum devolved to a cooperative under specified sections must be allocated to its general reserve.

146.1. Any sum devolved to a cooperative under sections 183.10, 183.11 and 192 must be allocated to the general reserve. The Conseil québécois de la coopération et de la mutualité is not subject to that requirement if the sum devolved to it is redistributed to a cooperative, a federation, a confederation or an organization whose object is to support cooperative development in accordance with a redistribution policy adopted by its board of directors. 2015, c. 3, s. 15; 2026, c. 1, s. 62.
Section 146.1Verify source

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2 referenced instruments

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A–F

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  • Civil Code

    Sections 27, 81.3

T–Z

1 instrument

  • Trust Companies and Savings Companies Act

    Section 2

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