Co-operatives Regulations, 1998, C-37.3 Reg 1

1 CO-OPERATIVES, 1998 C-37.3 REG 1 The Co-operatives Regulations, 1998 being Chapter C-37.3 Reg 1 (effective April 1, 1998) as amended by Saskatchewan Regulations 100/1999, 78/2000, 73/2005, 71/2013 50/2016, 58/2020 and 14/2021. NOTE: This consolidation is not official. Amendments have been incorporated for convenience of reference and the original statutes and regulations should be consulted for all purposes of interpretation and application of the law. In order to preserve the integrity of the original statutes and regulations, errors that may have appeared are reproduced in this consolidation. 2 C-37-3 REG 1 CO-OPERATIVES, 1998 Table of Contents 1 Title 4 Repealed 2 Interpretation 5 Repealed 3 Articles of incorporation 6 Dividend rate 3.1 Initial notice of registered office 7 Qualifications of directors 3.11 Notice of change of registered office 8 Minimum amount of bond 3.12 Articles of amendment 9 Procedures on appeal of termination of membership 3.2 Initial notice of directors and officers 10 Annual financial statements 3.21 Notice of change of directors and officers 11 Auditor’s report 3.22 Restated articles of incorporation 12 Repealed 3.23 Articles of amalgamation 13 Prohibition on continuance of housing co-operatives 3.3 Articles of continuance 14 Exempt securities 3.31 Articles of reorganization 15 Consumers’ co-operatives reserves 3.32 Articles of arrangement 16 Bylaws of housing co-operatives 3.33 Articles of revival 17 Repealed 3.4 Application for registration of an 18 Seal extraprovincial co-operative 18.1 Repealed 3.41 Power of attorney 18.2 Place of meetings 3.5 Application to restore name to register 19 R.R.S. c.C-37.2 Reg 1 repealed 3.51 Annual return Appendix 3.52 Request for name availability Registrar’s Seal 3.53 Application for authorization to continue in another jurisdiction PART II 3.6 General rules re notices, etc. Tables Repealed 3 CO-OPERATIVES, 1998 C-37.3 REG 1 CHAPTER C-37.3 REG 1 The Co-operatives Act, 1996 Title 1 These regulations may be cited as The Co-operatives Regulations, 1998. Interpretation 2 In these regulations: “Act” means The Co-operatives Act, 1996; (« Loi ») “document” means a document required to be sent to the registrar pursuant to the Act; (« document ») “home jurisdiction”, with respect to an extraprovincial co-operative, means the jurisdiction in which the extraprovincial co-operative is incorporated, continued or amalgamated; (« territoire d’attache ») “signature” includes a signature that consists of one or more letters, characters, numbers or other symbols in digital form that is incorporated in, attached to or associated with a form, notice, document or other information required to be provided or submitted in accordance with these regulations. (« signature »). 30 Jne 2016 SR 50/2016 s3. Articles of incorporation 3(1) For the purposes of sections 6 and 7 of the Act, the form of articles of incorporation is provided in this section. (2) Articles of incorporation must include the following: (a) the name of the co-operative, as reserved in accordance with section 12 of the Act; (b) the name reservation number; (c) any conditions imposed by the registrar in the name reservation; (d) the proposed incorporation date, if a specified future date is requested; (e) the fiscal year end of the co-operative; (f) if there is to be share capital: (i) the name of each share class; (ii) the par value of the shares; (iii) whether the number of shares to be issued is unlimited or, if limited, the maximum number of shares that may be issued; 4 C-37-3 REG 1 CO-OPERATIVES, 1998 (iv) if there are two or more classes of shares, the designation of each class, the par value of the shares of each class and the special preferences, rights, conditions, restrictions, limitations and prohibitions attaching to each class; (g) if there is no share capital, a statement that the interest of each member is the same as that of every other member; (h) one of the following: (i) the number of directors of the co-operative; (ii) the minimum and maximum number of directors of the co- operative; (i) the objects or purposes of the co-operative; (j) any restriction on the business or businesses of the co-operative; (k) an attached initial notice of directors and officers, in accordance with section 3.2; (l) an attached copy of the bylaws of the co-operative; (m) for each incorporator: (i) if the incorporator is an individual, the name and address of the individual; (ii) if the incorporator is a person that is not an individual: (A) the name and address of the person; and (B) the number assigned to the person by the registrar, if the person is registered in Saskatchewan; (n) if there are fewer than six incorporators, a description of the circumstances under which fewer than six incorporators should be permitted; (o) the attached names and signatures of each of the incorporators; (p) the name and contact information of the individual submitting the articles of incorporation; (q) a statement by the individual submitting the articles of incorporation that the contents of the articles of incorporation are true and that: (i) the individual is an incorporator; or (ii) the individual is authorized by the incorporators to file the articles of incorporation with the registrar; (r) the signature of the individual submitting the articles of incorporation. 30 Jne 2016 SR 50/2016 s4. 5 CO-OPERATIVES, 1998 C-37.3 REG 1 Initial notice of registered office 3.1(1) For the purposes of subsection 26(3) of the Act and clauses 3.23(3) (i), 3.3(3)(h) and 3.3(4)(j) of these regulations, the form of an initial notice of registered office is provided in this section. (2) An initial notice of registered office must be attached to the articles of incorporation pursuant to section 3, articles of amalgamation pursuant to section 3.23 and articles of continuance pursuant to section 3.3, and include the following: (a) the physical address of the registered office, consisting of: (i) the street address of the registered office, if any; or (ii) if there is no street address, a legal land description of the land on which the registered office is located, including the rural municipality name and number; (b) the mailing address of the registered office, if different from the physical address; (c) subject to subsection 3.6(4), the email address of the co-operative, if any; (d) the name and contact information of the individual submitting the initial notice of registered office; (e) a statement by the individual submitting the initial notice of registered office that: (i) the contents of the initial notice of registered office are true; and (ii) the individual has authority to file the initial notice of registered office with the registrar; (f) the signature of the individual submitting the initial notice of registered office. 30 Jne 2016 SR 50/2016 s4. Notice of change of registered office 3.11(1) For the purposes of subsection 26(3) of the Act, a notice of change of registered office must include the following: (a) the name of the co-operative; (b) the number assigned to the co-operative by the registrar; (c) the updated physical address of the registered office, consisting of: (i) the updated street address of the registered office, if any; or (ii) if there is no street address, an updated legal land description of the land on which the registered office is located, including the rural municipality name and number; (d) the mailing address of the registered office, if different from the updated physical address; 6 C-37-3 REG 1 CO-OPERATIVES, 1998 (e) the date on which the change of registered office becomes effective; (f) subject to subsection 3.6(4), the email address of the co-operative, if any; (g) the name and contact information of the individual submitting the notice of change of registered office; (h) a statement by the individual submitting the notice of change of registered office that: (i) the contents of the notice of change of registered office are true; and (ii) the individual has authority to file the notice of change of registered office with the registrar; (i) the signature of the individual submitting the notice of change of registered office. (2) Notwithstanding subsection (1), if the physical address of the registered office of a co-operative is other than the co-operative’s physical address where the co-operative carries on its business, a person at the physical address of the registered office may: (a) send to a director, pursuant to section 273 of the Act, a notice that the address will cease to be the registered office of the co-operative 30 days after the date of the notice; and (b) send to the registrar a notice of change of registered office containing the following: (i) the name of the co-operative; (ii) the number assigned to the co-operative by the registrar; (iii) the date of the notice given in accordance with clause (a); (iv) an attached copy of the notice mentioned in clause (a); (v) the information required by clauses (1)(g) to (i). (3) A co-operative that receives a notice mentioned in clause (2)(a) shall take those steps that are set out in the Act to change the address of its registered office to another address. (4) If a co-operative receives a notice mentioned in clause (2)(a) and fails to comply with subsection (3), the registered office is deemed to be the address in Saskatchewan of any of the directors of the co-operative that the registrar may assign until the time that the co-operative changes its registered office to another address in accordance with the Act. 30 Jne 2016 SR 50/2016 s4. Articles of amendment 3.12(1) For the purposes of section 148 of the Act, the form of articles of amendment is provided in this section. (2) Articles of amendment must include the following: (a) the name of the co-operative; 7 CO-OPERATIVES, 1998 C-37.3 REG 1 (b) the number assigned to the co-operative by the registrar; (c) if the name of the co-operative is being changed to a name that has been reserved in accordance with section 12 of the Act: (i) the reserved name; (ii) the name reservation number; (iii) any conditions imposed by the registrar in the name reservation; and (iv) the new mailing name of the co-operative, if applicable; (d) the information required in clauses 3(2)(f) to (j), as amended by the articles of amendment; (e) the proposed date on which the articles of amendment become effective, if a specified future date is requested; (f) the name and contact information of the individual submitting the articles of amendment; (g) a statement by the individual submitting the articles of amendment that: (i) the contents of the articles of amendment are true; and (ii) the individual has authority to file the articles of amendment with the registrar; (h) the signature of the individual submitting the articles of amendment. 30 Jne 2016 SR 50/2016 s4. Initial notice of directors and officers 3.2(1) For the purposes of clause 7(2)(e), subsection 7(4) and section 71 of the Act and clauses 3(2)(k), 3.23(3)(h), 3.3(3)(g) and 3.3(4)(i) of these regulations, the form of an initial notice of directors and officers is provided in this section. (2) An initial notice of directors and officers must be attached to articles of incorporation pursuant to section 3, articles of amalgamation pursuant to section 3.23 and articles of continuance pursuant to section 3.3, and include the following: (a) for each officer of the co-operative: (i) his or her full name; (ii) his or her physical address; (iii) his or her mailing address, if different from the physical address; (iv) his or her email address, if any; and (v) the name or title of the office held by him or her; (b) for each director of the co-operative: (i) the information mentioned in subclauses (a)(i) to (iv); (ii) the name or title of any office held by the director; 8 C-37-3 REG 1 CO-OPERATIVES, 1998 (iii) confirmation of whether or not the director is a resident Canadian; and (iv) a signed consent to act as first director in accordance with subsection (3), except if an initial notice of directors and officers is with respect to an amalgamation or continuance; (c) the name and contact information of the individual submitting the initial notice of directors and officers; (d) a statement by the individual submitting the initial notice of directors and officers that: (i) the contents of the initial notice of directors and officers are true; and (ii) the individual has authority to file the initial notice of directors and officers with the registrar; (e) the signature of the individual submitting the initial notice of directors and officers. (3) A consent to act as a first director mentioned in subclause (2)(b)(iv) must include the following: (a) the full name and address of the director; (b) the signature of the director; (c) the date on which the director signs the consent to act as a first director. 30 Jne 2016 SR 50/2016 s4. Notice of change of directors and officers 3.21(1) For the purposes of section 83 of the Act, the form of a notice of change of directors and officers is provided in this section. (2) A notice of change of directors and officers must include the following: (a) the name of the co-operative; (b) the number assigned to the co-operative by the registrar; (c) with respect to any change made regarding the co-operative’s directors or officers, or the name or address of a director or officer, the information required by subsection (3) or (4); (d) the name and contact information of the individual submitting the notice of change of directors and officers; (e) a statement by the individual submitting the notice of change of directors and officers that: (i) the contents of the notice of change of directors and officers are true; and (ii) the individual has authority to file the notice of change of directors and officers with the registrar; (f) the signature of the individual submitting the notice of change of directors and officers. 9 CO-OPERATIVES, 1998 C-37.3 REG 1 (3) For each director or officer who is added or with respect to whom a change is made, a notice of change of directors and officers must include the following: (a) his or her full name; (b) if applicable: (i) confirmation that the director or officer is added as a director or officer of the co-operative; (ii) confirmation that there has been a change to his or her name or to any of the information mentioned in subclauses (iii) to (v); (iii) the physical address of the director or officer; (iv) the mailing address of the director or officer, if different from the physical address; (v) the email address of the director or officer, if any; (c) the date on which the addition or change becomes effective; (d) in the case of an officer mentioned in subclause (b)(i), the name or title of the office held by him or her; (e) in the case of a director mentioned in subclause (b)(i): (i) the name or title of any office held by the director; and (ii) confirmation of whether or not the director is a resident Canadian. (4) For each director or officer who is removed or who resigns, a notice of change of directors and officers must include the following: (a) his or her full name; (b) confirmation that: (i) the director or officer is removed as a director or officer of the co- operative; or (ii) the director or officer has resigned as a director or officer of the co-operative; (c) in the case of a director who has resigned pursuant to section 79 of the Act, a copy of the written resignation; (d) the date on which the removal or resignation becomes effective. 30 Jne 2016 SR 50/2016 s4. Restated articles of incorporation 3.22(1) For the purposes of section 150 of the Act, the form of restated articles of incorporation is provided in this section. (2) Restated articles of incorporation must include the following: (a) the name of the co-operative; (b) the number assigned to the co-operative by the registrar; 10 C-37-3 REG 1 CO-OPERATIVES, 1998 (c) the information required in clauses 3(2)(f) to (j), as amended by any articles of amendment of the co-operative filed in accordance with section 3.12; (d) the name and contact information of the individual submitting the restated articles of incorporation; (e) a statement by the individual submitting the restated articles of incorporation that: (i) the restated articles of incorporation correctly restate, without substantive change, the articles of incorporation, as amended, and supersede the original articles of incorporation and all amendments to them; and (ii) the individual has authority to file the restated articles of incorporation with the registrar; (f) the signature of the individual submitting the restated articles of incorporation. 30 Jne 2016 SR 50/2016 s4. Articles of amalgamation 3.23(1) For the purposes of this section, “entity” includes a co-operative and any corporation described in subsection 151(2) of the Act. (2) For the purposes of section 154 of the Act, the form of articles of amalgamation is provided in this section. (3) Articles of amalgamation must include the following: (a) for each of the amalgamating entities: (i) the name of the entity; and (ii) the number assigned to the entity by the registrar or Director of Corporations, as the case may be; (b) confirmation that the amalgamation has been approved pursuant to section 153 of the Act; (c) confirmation that a statutory declaration of a director or officer of each amalgamating entity in accordance with subsection 154(2) of the Act has been attached; (d) if the name of the amalgamated co-operative has been reserved in accordance with section 12 of the Act: (i) the reserved name; (ii) the name reservation number; and (iii) any conditions imposed by the registrar in the name reservation; (e) if the name of the amalgamated co-operative is to be the name of one of the amalgamating entities, confirmation of that fact and a description of the main activity or business of the amalgamated co-operative; (f) the proposed amalgamation date, if a specified future date is requested; 11 CO-OPERATIVES, 1998 C-37.3 REG 1 (g) with respect to the amalgamated co-operative, the information required in clauses 3(2)(e) to (j); (h) an attached initial notice of directors and officers, in accordance with section 3.2; (i) an attached initial notice of registered office, in accordance with section 3.1; (j) an attached copy of the bylaws of the amalgamated co-operative; (k) the name and contact information of the individual submitting the articles of amalgamation; (l) a statement by the individual submitting the articles of amalgamation that: (i) the contents of the articles of amalgamation are true; and (ii) the individual has authority to file the articles of amalgamation with the registrar; (m) the signature of the individual submitting the articles of amalgamation. 30 Jne 2016 SR 50/2016 s4. Articles of continuance 3.3(1) For the purposes of this section, “body corporate” means a body corporate applying to the registrar for a certificate of continuance pursuant to subsection 156(1) of the Act. (2) For the purposes of section 156 of the Act, the form of articles of continuance is provided in this section. (3) Articles of continuance for a body corporate other than an extraprovincial co-operative must include the following: (a) the name of the body corporate, as reserved in accordance with section 12 of the Act; (b) the name reservation number; (c) any conditions imposed by the registrar in the name reservation; (d) a document containing the legislative authority to continue pursuant to subsection 156(1) of the Act; (e) the proposed date on which the certificate of continuance becomes effective, if a specified future date is requested; (f) the information required in clauses 3(2)(e) to (j); (g) an attached initial notice of directors and officers, in accordance with section 3.2; (h) an attached initial notice of registered office, in accordance with section 3.1; (i) an attached copy of the bylaws of the body corporate; (j) the name and contact information of the individual submitting the articles of continuance; 12 C-37-3 REG 1 CO-OPERATIVES, 1998 (k) a statement by the individual submitting the articles of continuance that: (i) the contents of the articles of continuance are true; and (ii) the individual has authority to file the articles of continuance with the registrar; (l) the signature of the individual submitting the articles of continuance. (4) Articles of continuance for a body corporate that is an extraprovincial co- operative must include the following: (a) the name of the body corporate, as reserved in accordance with section 12 of the Act; (b) the name reservation number; (c) any conditions imposed by the registrar in the name reservation; (d) if the body corporate was previously registered in Saskatchewan, the number assigned to the body corporate by the registrar; (e) if the body corporate was not previously registered in Saskatchewan: (i) the name of the body corporate in its home jurisdiction; (ii) the home jurisdiction of the body corporate before continuance; and (iii) the date of incorporation or amalgamation of the body corporate; (f) a certificate or letter of authorization that includes the expiry date of the authorization from the body corporate’s home jurisdiction; (g) the proposed date on which the certificate of continuance becomes effective, if a specified future date is requested; (h) the information required in clauses 3(2)(e) to (j); (i) an attached initial notice of directors and officers, in accordance with section 3.2; (j) an attached initial notice of registered office, in accordance with section 3.1; (k) an attached copy of the bylaws of the body corporate; (l) the name and contact information of the individual submitting the articles of continuance; (m) a statement by the individual submitting the articles of continuance that: (i) the contents of the articles of continuance are true; and (ii) the individual has authority to file the articles of continuance with the registrar; (n) the signature of the individual submitting the articles of continuance. 30 Jne 2016 SR 50/2016 s4. 13 CO-OPERATIVES, 1998 C-37.3 REG 1 Articles of reorganization 3.31(1) For the purposes of section 158 of the Act, the form of articles of reorganization is provided in this section. (2) Articles of reorganization must include the following: (a) the current name of the co-operative; (b) the number assigned to the co-operative by the registrar; (c) if the name of the co-operative is being changed to a name that has been reserved in accordance with section 12 of the Act: (i) the reserved name; (ii) the name reservation number; (iii) any conditions imposed by the registrar in the name reservation; and (iv) the new mailing name of the co-operative, if applicable; (d) the information required in clauses 3(2)(f) to (j) of these regulations, as amended by any court order made pursuant to section 158 of the Act; (e) an attached copy of any court order made pursuant to section 158 of the Act; (f) an attached copy of any plan of arrangement, if not included as part of the court order mentioned in clause (e); (g) the proposed date on which the articles of reorganization become effective, if a specified date is requested or ordered; (h) the name and contact information of the individual submitting the articles of reorganization; (i) a statement by the individual submitting the articles of reorganization that: (i) the contents of the articles of reorganization are true; and (ii) the individual has authority to file the articles of reorganization with the registrar; (j) the signature of the individual submitting the articles of reorganization. 30 Jne 2016 SR 50/2016 s4. Articles of arrangement 3.32(1) For the purposes of section 159 of the Act, the form of articles of arrangement is provided in this section. (2) Articles of arrangement must include the following: (a) the current name of the co-operative; (b) the number assigned to the co-operative by the registrar; 14 C-37-3 REG 1 CO-OPERATIVES, 1998 (c) an attached copy of any court order made pursuant to section 159 of the Act; (d) an attached copy of any plan of arrangement, if not included as part of the court order mentioned in clause (c); (e) the proposed date on which the articles of arrangement become effective, if a specified date is requested or ordered; (f) the name and contact information of the individual submitting the articles of arrangement; (g) a statement by the individual submitting the articles of arrangement that: (i) the contents of the articles of arrangement are true; and (ii) the individual has authority to file the articles of arrangement with the registrar; (h) the signature of the individual submitting the articles of arrangement. 30 Jne 2016 SR 50/2016 s4. Articles of revival 3.33(1) For the purposes of section 166 of the Act, the form of articles of revival is provided in this section. (2) Articles of revival must include the following: (a) the name of the co-operative; (b) the number previously assigned to the co-operative by the registrar; (c) if applicable: (i) the name reservation number; and (ii) any conditions imposed by the registrar in the name reservation; (d) the proposed date on which the certificate of revival becomes effective, if a specified future date is requested; (e) a description of the reason the co-operative was dissolved; (f) a description of the interest of the person submitting the articles of revival in the revival of the co-operative; (g) the fiscal year end of the co-operative; (h) the name and contact information of the individual submitting the articles of revival; (i) a statement by the individual submitting the articles of revival that: (i) the contents of the articles of revival are true; and (ii) the individual has authority to file the articles of revival with the registrar; (j) the signature of the individual submitting the articles of revival. 30 Jne 2016 SR 50/2016 s4. 15 CO-OPERATIVES, 1998 C-37.3 REG 1 Application for registration of an extraprovincial co-operative 3.4 For the purposes of section 205 of the Act, an application for registration of an extraprovincial co-operative must include the following: (a) a reserved name in accordance with section 12 of the Act; (b) the name reservation number; (c) any conditions imposed by the registrar in the name reservation; (d) the home jurisdiction of the co-operative; (e) any unique identification number or code assigned to the co-operative in its home jurisdiction; (f) the date of incorporation or amalgamation of the co-operative in its home jurisdiction; (g) the proposed registration date, if a specified future date is requested; (h) the fiscal year end of the co-operative; (i) for each officer of the co-operative: (i) his or her full name; (ii) his or her physical address; (iii) his or her mailing address, if different from the physical address; (iv) his or her email address, if any; and (v) the name or title of the office held by him or her; (j) for each director of the co-operative: (i) the information mentioned in subclauses (i)(i) to (iv); and (ii) the name or title of any office held by the director; (k) the physical address of the registered office in Saskatchewan or in its home jurisdiction, consisting of: (i) the street address of the registered office, if any; or (ii) if there is no street address, a legal land description of the land on which the registered office is located, including the rural municipality name and number; (l) the mailing address of the registered office, if different from the physical address; (m) subject to subsection 3.6(4), the email address of the co-operative, if any; (n) if the co-operative was incorporated or amalgamated in its home jurisdiction more than six months before registering in Saskatchewan, an attached copy of a certificate of status or certificate of compliance from the home jurisdiction; (o) an attached copy of the incorporation or amalgamation documents, amendments and bylaws of the co-operative that have been filed in its home jurisdiction; 16 C-37-3 REG 1 CO-OPERATIVES, 1998 (p) an attached affidavit of two of the co-operative’s directors or officers in accordance with clause 205(2)(a) of the Act; (q) confirmation that a necessary review of the corporate history has been conducted and the co-operative is eligible to be extraprovincially registered in Saskatchewan; (r) the name and contact information of the individual submitting the application for registration of an extraprovincial co-operative; (s) a statement by the individual submitting the application for registration of an extraprovincial co-operative that the individual acknowledges that: (i) the registrar must be notified of any change to the co-operative’s status in its home jurisdiction; and (ii) if the co-operative is struck off the register in its home jurisdiction, it must be restored to the register in that jurisdiction in order to continue to do business in Saskatchewan; (t) a statement by the individual submitting the application for registration of an extraprovincial co-operative that: (i) the contents of the application for registration of an extraprovincial co-operative are true; and (ii) the individual has authority to file the application for registration of an extraprovincial co-operative with the registrar; (u) the signature of the individual submitting the application for registration of an extraprovincial co-operative. 30 Jne 2016 SR 50/2016 s4. Power of attorney 3.41(1) For the purposes of section 209 of the Act, the form of a power of attorney is provided in this section. (2) A power of attorney must include the following: (a) the name of the co-operative; (b) the number assigned to the co-operative by the registrar; (c) any unique identification number or code assigned to the co-operative in its home jurisdiction; (d) for each attorney appointed for the co-operative: (i) the full name of the attorney and the name of his or her firm, if applicable; (ii) the physical address of the attorney; (iii) the mailing address of the attorney, if different from the physical address; 17 CO-OPERATIVES, 1998 C-37.3 REG 1 (iv) the email address of the attorney, if any; and (v) a signed declaration of the attorney, declaring that he or she has consented to act as attorney pursuant to subsection 209(7) of the Act; (e) the date on which the power of attorney becomes effective, if applicable; (f) the name and contact information of the individual submitting the power of attorney; (g) a statement by the individual submitting the power of attorney that: (i) the contents of the power of attorney are true; and (ii) the individual has authority to file the power of attorney with the registrar; (h) the signature of the individual submitting the power of attorney. (3) For each attorney who is added or with respect to whom a change is made, a notice of change of power of attorney must include the following: (a) the name of the co-operative; (b) the number assigned to the co-operative by the registrar; (c) any unique identification number or code assigned to the co-operative in its home jurisdiction; (d) the full name of the attorney and the name of his or her firm, if applicable; (e) if applicable: (i) confirmation that the person is added as an attorney for the co- operative; (ii) confirmation that there has been a change to the attorney’s name or to any of the information mentioned in subclauses (iii) to (v); (iii) the physical address of the attorney; (iv) the mailing address of the attorney, if different from the physical address; (v) the email address of the attorney, if any; (vi) a signed declaration of the attorney, declaring that he or she has consented to act as attorney pursuant to subsection 209(7) of the Act; (f) the date on which the addition or change becomes effective; (g) the name and contact information of the individual submitting the notice of change of power of attorney; 18 C-37-3 REG 1 CO-OPERATIVES, 1998 (h) a statement by the individual submitting the notice of change of power of attorney that: (i) the contents of the notice of change of power of attorney are true; and (ii) the individual has authority to file the notice of change of power of attorney with the registrar; (i) the signature of the individual submitting the notice of change of power of attorney. (4) For each attorney who is removed or who resigns, a notice of change of power of attorney must include the following: (a) the name of the co-operative; (b) the number assigned to the co-operative by the registrar; (c) any unique identification number or code assigned to the co-operative in its home jurisdiction; (d) the full name of the attorney and the name of his or her firm, if applicable; (e) confirmation that: (i) the attorney is removed as an attorney for the co-operative; or (ii) the attorney has resigned as an attorney for the co-operative; (f) in the case of an attorney who has resigned, a copy of the written resignation pursuant to subsection 209(6) of the Act; (g) the date on which the removal or resignation becomes effective; (h) the name and contact information of the individual submitting the notice of change of power of attorney; (i) a statement by the individual submitting the notice of change of power of attorney that: (i) the contents of the notice of change of power of attorney are true; and (ii) the individual has authority to file the notice of change of power of attorney with the registrar; (j) the signature of the individual submitting the notice of change of power of attorney. 30 Jne 2016 SR 50/2016 s4. 19 CO-OPERATIVES, 1998 C-37.3 REG 1 Application to restore name to register 3.5(1) For the purposes of subsection 280(4) of the Act, the form of an application to restore the name of a co-operative to the register is provided in this section. (2) An application to restore the name of a co-operative, other than an extraprovincial co-operative, to the register must include the following: (a) the name of the co-operative; (b) the number previously assigned to the co-operative by the registrar; (c) if applicable: (i) the name reservation number; and (ii) any conditions imposed by the registrar in the name reservation; (d) the new fiscal year end of the co-operative; (e) the current number of members of the co-operative; (f) the attached financial statements of the co-operative, in accordance with section 10, for each fiscal year since the last financial statement was filed with the registrar; (g) the information required pursuant to clauses 3.51(2)(c) and (d); (h) the proposed restoration date, if a specified future date is requested; (i) the name and contact information of the individual submitting the application to restore the name of the co-operative to the register; (j) a statement by the individual submitting the application to restore the name of the co-operative to the register that: (i) the contents of the application to restore the name of the co- operative to the register are true; and (ii) the individual has authority to file the application to restore the name of the co-operative to the register with the registrar; (k) the signature of the individual submitting the application to restore the name of a co-operative to the register. (3) An application to restore the name of an extraprovincial co-operative to the register must include the following: (a) the name of the extraprovincial co-operative; (b) the number previously assigned to the extraprovincial co-operative by the registrar; (c) if applicable: (i) the name reservation number; and (ii) any conditions imposed by the registrar in the name reservation; (d) the new fiscal year end of the extraprovincial co-operative; 20 C-37-3 REG 1 CO-OPERATIVES, 1998 (e) the information required pursuant to clause 3.51(3)(b); (f) the proposed restoration date, if a specified future date is requested; (g) the name and contact information of the individual submitting the application to restore the name of an extraprovincial co-operative to the register; (h) a statement by the individual submitting the application to restore the name of an extraprovincial co-operative to the register that: (i) the contents of the application to restore the name of an extraprovincial co-operative to the register are true; and (ii) the individual has authority to file the application to restore the name of an extraprovincial co-operative to the register with the registrar; (i) the signature of the individual submitting the application to restore the name of an extraprovincial co-operative to the register. 30 Jne 2016 SR 50/2016 s4. Annual return 3.51(1) For the purposes of section 143 of the Act, an annual return must contain the information required by this section. (2) An annual return for a co-operative, other than an extraprovincial co- operative, must include the following: (a) the date of the co-operative’s last annual general meeting; (b) the current number of members of the co-operative; (c) subject to subsection (4), confirmation that the registrar has current and accurate records regarding the following: (i) the registered office of the co-operative, as required by sections 3.1 and 3.11; (ii) the directors and officers of the co-operative, as required by sections 3.2 and 3.21; (iii) the main activity or business of the co-operative; (d) if applicable, notice in an attached form acceptable to the registrar of any receiver, receiver-manager or liquidator of the co-operative; (e) attached financial statements of the co-operative, in accordance with section 10, for the previous fiscal year; (f) the name and contact information of the individual submitting the annual return; (g) a statement by the individual submitting the annual return that: (i) the contents of the annual return are true; and (ii) the individual has authority to file the annual return with the registrar; (h) the signature of the individual submitting the annual return. 21 CO-OPERATIVES, 1998 C-37.3 REG 1 (3) An annual return for an extraprovincial co-operative must include the following: (a) the date of the co-operative’s last annual general meeting; (b) subject to subsection (5), confirmation that the registrar has current and accurate records regarding the following: (i) the registered office of the co-operative; (ii) the directors and officers of the co-operative; (iii) any power of attorney of the co-operative, as required by section 3.41; (iv) the main activity or business of the co-operative; (c) the name and contact information of the individual submitting the annual return; (d) a statement by the individual submitting the annual return that: (i) the co-operative is active in its home jurisdiction; (ii) the contents of the annual return are true; and (iii) the individual has authority to file the annual return with the registrar; (e) the signature of the individual submitting the annual return. (4) If the registrar does not have current and accurate records respecting one or more of the items mentioned in clause (2)(c), the co-operative must include with the annual return any of the following that is necessary to ensure that the registrar has current and accurate records for all of those items: (a) a notice of change of registered office, in accordance with section 3.11; (b) a notice of change of directors and officers, in accordance with section 3.21; (c) a description of any changes to the main activity or business of the co-operative. (5) If the registrar does not have current and accurate records respecting one or more of the items mentioned in clause (3)(b), the extraprovincial co-operative must include with the annual return any of the following that is necessary to ensure that the registrar has current and accurate records for all of those items: (a) a notice of change of registered office; (b) a notice of change of directors and officers; (c) a power of attorney, in accordance with section 3.41; (d) a description of any changes to the main activity or business of the extraprovincial co-operative. 22 C-37-3 REG 1 CO-OPERATIVES, 1998 (6) The requirement to file an annual return pursuant to clause 143(1)(a) of the Act does not apply to an extraprovincial co-operative that is registered pursuant to the Act solely for the purpose of becoming a member of the Co-operative Superannuation Society. 30 Jne 2016 SR 50/2016 s4. Request for name availability 3.52 For the purposes of section 12 of the Act, before a name is reserved for a proposed co-operative or for a co-operative about to change its name, the person requesting a name reservation shall: (a) request that the registrar conduct a name search; and (b) provide the registrar with any information in a form suitable to the registrar that is necessary to: (i) conduct a name search; and (ii) ensure that the name meets the requirements of the Act and these regulations. 30 Jne 2016 SR 50/2016 s4. Application for authorization to continue in another jurisdiction 3.53(1) For the purposes of section 157 of the Act, an application for authorization to continue in another jurisdiction must be provided to the registrar in accordance with this section. (2) An application for authorization to continue in another jurisdiction must include the following: (a) the name of the co-operative; (b) the number assigned to the co-operative by the registrar; (c) the jurisdiction in which the co-operative intends to apply for continuance; (d) notification of any actions or proceedings pending against the co- operative or any unsatisfied judgments or any outstanding orders against the co-operative, together with any details as required by the registrar; (e) a declaration stating that: (i) the co-operative is not in default in filing annual returns or notices pursuant to the Act; (ii) a notice of meeting of members and preferred shareholders, in accordance with subsection 157(3) of the Act, was sent to each member and preferred shareholder; 23 CO-OPERATIVES, 1998 C-37.3 REG 1 (iii) the members and preferred shareholders authorized the co- operative to request continuance pursuant to the laws of the jurisdiction mentioned in clause (c), in accordance with subsection 157(6) of the Act; (iv) the proposed continuance will not adversely affect creditors, members or shareholders of the co-operative; (v) the co-operative reasonably believes that the laws of the jurisdiction mentioned in clause (c): (A) permit a Saskatchewan co-operative to apply to that jurisdiction for continuance; and (B) meet the requirements set out in subsection 157(11) of the Act; and (vi) in the event that any action or proceeding has been initiated against the co-operative, the co-operative: (A) will not raise as a defence the fact that it has continued in another jurisdiction; and (B) will admit that it is the same co-operative against which the action or proceeding was commenced; (f) the name and contact information of the individual submitting the application for authorization to continue in another jurisdiction; (g) a statement by the individual submitting the application for authorization to continue in another jurisdiction that: (i) the contents of the application for authorization to continue in another jurisdiction are true; and (ii) the individual has authority to file the application for authorization to continue in another jurisdiction with the registrar; (h) the signature of the individual submitting the application for authorization to continue in another jurisdiction. 30 Jne 2016 SR 50/2016 s4. General rules re notices, etc. 3.6(1) If a person is required to provide two or more notices or other documents to the registrar at the same time in accordance with the Act and these regulations, the registrar may require the prescribed contents of the notices and other documents to be provided within a single, consolidated form. (2) A requirement to provide information in a notice or other document in accordance with these regulations, other than a signature or statement by the individual submitting the notice or document, is satisfied by providing the information as an attachment to the notice or document in a manner that is satisfactory to the registrar. (3) A requirement that a signature is to be provided according to these regulations is satisfied if it meets the requirements, if any, of the registrar as to the method of making the signature and as to the reliability of the signature. 24 C-37-3 REG 1 CO-OPERATIVES, 1998 (4) Any notice or other document required by the Act or these regulations to be provided to the registrar must contain a statement that if a corporate email address is provided in the notice or other document, the registrar may use the email address for the purpose of providing any notice or document required to be sent by the registrar, by the Act or these regulations, except: (a) a notice of default pursuant to subsection 280(2) of the Act sent by the registrar in accordance with subsection 273(4) of the Act; or (b) if the co-operative notifies the registrar that it wishes to receive notices and documents in a non-electronic form. (5) Nothing in these regulations prohibits the registrar from requiring additional information or documentation to be submitted with a notice or other document if that information or documentation is necessary to directly support any information that is required in the notice or other document in accordance with these regulations. 30 Jne 2016 SR 50/2016 s4. 4 Repealed. 30 Jne 2016 SR 50/2016 s5. 5 Repealed. 30 Jne 2016 SR 50/2016 s5. Dividend rate 6 For the purposes of clauses 3(e) and 35(1)(c) of the Act, no co-operative shall pay interest or a dividend on its common shares at a rate that is greater than the average of the rate paid by the Saskatchewan Co-operative Credit Society Limited for one-year term deposits, calculated using the rate for one-year term deposits on the first business day of the first, fourth, seventh and tenth months preceding the date that the interest or dividend on the co-operative’s common shares becomes payable. 13 Mar 98 cC-37.3 Reg 1 s6. Qualifications of directors 7 For the purposes of clause 75(1)(f) of the Act, a person is not eligible to be a director of a co-operative if the person is the auditor or a trustee of the co-operative. 13 Mar 98 cC-37.3 Reg 1 s7. Minimum amount of bond 8 For the purposes of section 95 of the Act, the minimum amount of a security or fidelity bond is: (a) $1,000 in the case of a co-operative with annual sales or revenues of $25,000 or less; (b) $2,000 in the case of a co-operative with annual sales or revenues of $100,000 or less but more than $25,000; and (c) $5,000 in the case of a co-operative with annual sales or revenues of more than $100,000. 13 Mar 98 cC-37.3 Reg 1 s8. 25 CO-OPERATIVES, 1998 C-37.3 REG 1 Procedures on appeal of termination of membership 9(1) Where a person appeals the termination of his or her membership to the registrar pursuant to section 123 of the Act, the person shall submit a written statement to the registrar within 30 days after the date of: (a) the members’ resolution terminating his or her membership pursuant to section 122 of the Act; or (b) the members’ confirmation of the directors’ order terminating his or her membership pursuant to subsection 121(2) of the Act. (2) A person appealing the termination of his or her membership shall state in the written statement required pursuant to subsection (1): (a) any reasons for the termination of the membership of which the person has personal knowledge; (b) the grounds on which the appeal lies; and (c) any relevant facts or information, in addition to those described in clauses (a) and (b), that the registrar may require. (3) The registrar shall hold a hearing of an appeal pursuant to section 123 of the Act within 30 days after the date that the registrar receives a completed written statement pursuant to subsection (1). 13 Mar 98 cC-37.3 Reg 1 s9.

Annual financial statements 10 The comparative financial statements required pursuant to section 128 of the Act are to include: (a) a statement of assets and liabilities in the form of a balance sheet as at the end of each period; (b) an income and expense statement for each period; and (c) a statement of retained earnings or members’ equity for each period. 13 Mar 98 cC-37.3 Reg 1 s10. Auditor’s report 11 For the purposes of subsection 139(1) of the Act, the auditor of a co-operative shall indicate in the auditor’s report whether or not the financial statements contained in the report: (a) were prepared in accordance with generally accepted accounting principles; and (b) are presented on a basis consistent with that of the preceding year. 13 Mar 98 cC-37.3 Reg 1 s11. 12 Repealed. 30 Jne 2016 SR 50/2016 s6. Prohibition on continuance of housing co-operatives 13 No co-operative to which Part XXIII of the Act applies shall apply for continuance pursuant to section 157 of the Act without the prior consent of the registrar. 13 Mar 98 cC-37.3 Reg 1 s13. 26 C-37-3 REG 1 CO-OPERATIVES, 1998 Exempt securities 14 For the purpose of subsection 221(1) of the Act, a co-operative is not required to have the Financial and Consumer Affairs Authority of Saskatchewan review or approve: (a) any securities of the co-operative where the purchase of the security is a requirement of membership in the co-operative as set out in the bylaws and the total value of those securities purchased by the member does not exceed $1,000; (b) securities to be sold only to: (i) a trust corporation licensed pursuant to The Trust and Loan Corporations Act, 1997; (ii) a loan corporation licensed pursuant to The Trust and Loan Corporations Act, 1997; (iii) an insurance company licensed pursuant to The Saskatchewan Insurance Act; (iv) a credit union incorporated, continued or registered pursuant to The Credit Union Act, 1985 or The Credit Union Act, 1998; or (v) a bank to which the Bank Act (Canada) applies; (c) prepaid accounts where the member pays for goods and services in advance of delivery; (d) any shares issued in payment of: (i) a dividend or interest payment on shares; or (ii) a patronage dividend; (e) any securities of the co-operative sold only to members of the co-operative where all the members are also directors of that co-operative; (f) any securities of the co-operative sold only to members of the co-operative where: (i) the proceeds of the securities sold are used to purchase assets that are used solely by or for members; and (ii) the total amount raised by a co-operative pursuant to this exemption does not exceed $100,000; or (g) any securities of the co-operative sold only to members of the co-operative where: (i) the proceeds of the securities sold are used to pay any of the following costs: (A) costs related to the preparation of feasibility studies, business plans and other similar documents; (B) costs related to the preparation of any materials used or costs incurred in relation to an offering of securities by the co-operative; and (ii) the total amount raised by a co-operative pursuant to this exemption does not exceed $100,000. 13 Mar 98 cC-37.3 Reg 1 s14; 7 Jan 2000 SR 100/1999 s4; 30 Jne 2016 SR 50/2016 s7. 27 CO-OPERATIVES, 1998 C-37.3 REG 1 Consumers’ co-operatives reserves 15 For the purposes of subsection 241(2) of the Act, a consumers’ co-operative is not required to place in its reserve at the end of each fiscal year any book gains in that fiscal year that are less than $5,000 in total. 13 Mar 98 cC-37.3 Reg 1 s15. Bylaws of housing co-operatives 16 For the purposes of subsection 254(1) of the Act, a housing co-operative must have in its bylaws the following provisions: (a) the co-operative shall provide a copy of the bylaws and the occupancy agreement to every member; (b) each member is entitled to have quiet enjoyment of his or her unit; (c) either the co-operative or the member is responsible for: (i) the maintenance of the residential unit in a safe, habitable and reasonable state of repair; (ii) the repair or replacement of fixtures; and (iii) any damage to the unit; (d) the co-operative and its agents, except in the case of an emergency, must give reasonable notice to the member prior to entering the member’s unit; (e) the co-operative shall allow candidates for public office access to the common premises of the co-operative; (f) the co-operative shall give three months’ notice of any increase in housing charges except where: (i) the registrar approves a shorter notice; or (ii) the members have unanimously approved the increase at a general meeting; (g) the co-operative shall give a minimum of 30 days’ notice to a member of the termination of his or her membership except where the member contravenes any bylaws governing: (i) ordinary cleanliness of the unit after having received written notice of the contravention; (ii) the use of the premises for prohibited purposes; or (iii) payment of housing charges; and (h) there is to be no acceleration of housing charges. 13 Mar 98 cC-37.3 Reg 1 s16. 17 Repealed. 6 Sep 2013 SR 71/2013 s3. 28 C-37-3 REG 1 CO-OPERATIVES, 1998 Seal 18 The seal of the registrar is the seal set out in Figure 1 of the Appendix. 30 Jne 2016 SR 50/2016 s8. 18.1 Repealed. 5 Mar 2021 SR 14/2021 s3. Place of meetings 18.2 For the purposes of section 101 of the Act, and unless the bylaws of a co- operative provide otherwise, any person entitled to attend a general meeting of members of the co-operative may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the co-operative makes that communication facility available, and a person participating in a meeting by those means is deemed for the purposes of the Act to be present at the meeting. 5 Mar 2021 SR 14/2021 s3. R.R.S. c.C-37.2 Reg 1 repealed 19 The Co-operatives Regulations, 1989 are repealed. 13 Mar 98 cC-37.3 Reg 1 s19. Appendix FIGURE 1 [Section 18] Registrar’s Seal PART II Tables Repealed. 6 Sep 2013 SR 71/2013 s4 REGINA, SASKATCHEWAN Printed by the authority of THE QUEEN’S PRINTER Copyright©2021