Revised Statutes of Newfoundland 1990 Chapter C-35

(b) "constitution" means the registered constitution, rules and regulations made by a registered society, and includes a registered amendment to the constitution, rules and regulations;

(i) a natural person,

(ii) a registered society,

(iii) a municipality established or continued under an Act,

(iv) a municipal or public body performing a function of government,

(v) the corporation of a hospital,

(vi) an organization operated exclusively for charitable purposes, no part of the income of which is payable to or otherwise available for the personal benefit of a proprietor, member or shareholder,

(vii) a religious organization or society,

(viii) a labour organization or society or a benevolent or sororal or fraternal society or order, and

(ix) a club, society or other organization operated exclusively for social welfare, civic improvement, education, pleasure or recreation or for another purpose except profit, no part of the income of which is payable to or otherwise available for the personal benefit of a proprietor, member or shareholder

joining in the application for the registration of a society or admitted to membership in accordance with the constitution;

(d) "minister" means the Minister of Development;

(e) "officer" includes a president, chairperson, secretary, treasurer, member of a board of directors, member of a committee or other person empowered under the constitution to give directions relating to the business of a registered society;

(f) "registered society" means a society registered under this Act;

(g) "registrar" means the Registrar of Co-operative Societies appointed under this Act.

(2) For the purposes of this Act

(a) "co-operative basis" means the carrying on of an enterprise organized, operated and administered by its members in accordance with co-operative principles and that is operated as nearly as possible at cost after providing for reasonable reserves and interest or dividends on loan or share capital; and

(b) "co-operative principles" includes the following principles:

(i) open membership subject to the natural limitations that may be prescribed by the constitution of the society;

(ii) 1 member 1 vote, with no proxy voting;

(iii) low interest on capital; and

(iv) the return or credit to members, in proportion to patronage, of the net surplus of the society remaining after provision is made for expenses of operation, bonuses, interest on capital, and reserves, or the collective use of a net surplus for the social or economic benefit of members or the disposal of it for those objects.

RSN1970 c65 s2; 1973 No39 Sch C;
1975-76 No58 s4; 1975-76 No71 s1; 1981 c4 s52; 1989 c22 Sch B

3. Subject to the regulations made under section 72, a corporation, body, organization, society, order or club referred to in subparagraphs 2(1)(c)(iii) to (ix) joining in the application for registration of a society or voting or otherwise acting in the affairs of a society shall do so only by 1 natural person designated in writing by the corporation, body, organization, society, order or club as its representative.

RSN1970 c65 s3

4. (1) The Lieutenant-Governor in Council shall appoint a Registrar of Co-operative Societies, and may appoint a deputy registrar and in the absence of the registrar or when the office of registrar is vacant, the deputy registrar shall perform the functions and duties and may exercise the powers of the registrar.

(2) The minister may authorize the appointment of those other officers, clerks and employees that are necessary for the proper conduct of the business of the registrar and the Registry of Co-operative Societies.

(3) The registrar shall have a seal approved by the minister, and impressions of the seal shall be judicially noticed and admitted in evidence.

(4) There shall be an office in St. John's called the Registry of Co-operative Societies, which shall be the office of the registrar and the place of filing of public documents relating to the co-operative societies.

RSN1970 c65 s4; 1974 No1 s2

5. The following societies may be registered under this Act with limited liability:

(a) a society that has as its object the promotion of the economic or social interests or both of those interests of its members, on a co-operative basis;

(b) a society that has as its main object the provision of services for community welfare on a co-operative basis; and

(c) a society established to promote the advancement of societies having objects or principal objects described in paragraph (a) or (b).

1975-76 No71 s3

6. Where the liability of the members of a society is limited by shares, no member other than a registered society shall hold more than the portion of the share capital of the society, subject to a maximum of 1/5, that may be prescribed by the regulations.

RSN1970 c65 s6

7. (1) A society, other than a society of which a member is a registered society, shall not be registered under this Act which does not consist of at least 5 persons of full legal capacity and living in the province.

(2) The words "co-operative", "cooperative", "credit union" or "caisse populaire" shall be included in, and the word "limited" or its abbreviation "ltd." or "limitee" or its abbreviation "ltee" shall be the last word or abbreviation of, the name of a society registered under this Act.

(3) A society shall not be registered under a name which is identical with that by which another existing society is registered or which, in the opinion of the registrar, so nearly resembles the name of an existing registered society that it is likely to deceive or to cause confusion, or is for another reason objectionable.

(4) Where a society is registered contrary to subsection (3), the society shall, upon the request of the registrar, change its name.

(5) Where a society is requested by the registrar under subsection (4) to change its name and fails to do so within 90 days after the receipt of the written request, the registrar may make the change of name by substituting a name which he or she considers not to be objectionable.

(6) Where a change of the name of a society is made under subsection (4) or (5), the registrar shall enter the substituted name on the register in place of the name which was changed and shall issue an altered certificate of registration to conform with the change of name.

(7) A change of the name of a registered society made under this section shall not affect a right or obligation of the society, or a punishment, penalty or forfeiture incurred, or a proceeding taken, by or in respect of the society before the change was made.

RSN1970 c65 s7; 1975-76 No71 s4

8. (1) For the purposes of registration, an application to register shall be made to the registrar in the prescribed form.

(2) The application shall be signed

(a) in the case of a society of which no member is a registered society, by at least 5 persons qualified in accordance with the requirements of subsection 7(1); and

(b) in the case of a society of which a member is a registered society by an authorized person on behalf of the society, and where all the members of a society are not registered societies by 5 other members.

(3) The application shall be accompanied by 2 copies of the proposed constitution of the society and the persons by whom or on whose behalf the application is made shall provide the information in regard to the society that the registrar may require.

RSN1970 c65 s8

9. (1) A society shall be of 1 of the kinds or classes prescribed in the regulations.

(2) The form and content of the constitution of a registered society shall be as prescribed by the regulations for a society of that kind or class.

(3) Notwithstanding subsection (2), the registrar may approve additions to or variations of the form or content of a constitution where the variations are not contrary to anything contained in this Act or the regulations.

RSN1970 c65 s9; 1983 c9 s1

10. Where the registrar is satisfied that a society has complied with this Act and the regulations and that its proposed constitution is not contrary to this Act or to the regulations, he or she may register the society and its constitution and shall issue to the society a certificate of registration having annexed to it a copy of the constitution certified and sealed by the registrar.

RSN1970 c65 s10

11. A certificate of registration signed and sealed by the registrar is conclusive evidence that the society is registered unless it is proved that the registration of the society has been cancelled.

RSN1970 c65 s11

12. (1) An amendment of the constitution of a registered society is not valid until it has been registered under this Act, for which purpose 2 copies of the amendment shall be forwarded to the registrar.

(2) Where the registrar is satisfied that the amendment of the constitution is not contrary to this Act or the regulations, the registrar may register the amendment.

(3) When the registrar registers an amendment of the constitution of a registered society, he or she shall issue to the society a copy of the amendment certified and sealed by him or her which shall be conclusive evidence that the amendment is registered.

RSN1970 c65 s12

13. A member of a registered society shall not exercise the rights of a member unless or until he or she has made the payment to the society in respect of membership or acquired the interest in the society that may be prescribed by the constitution.

RSN1970 c65 s13

14. (1) Each member, including a member represented by a designated natural person under section 3, shall have 1 vote only as a member in the affairs of the society whatever the amount of the interest of the member.

(2) A registered society which is a member of another registered society shall have as many votes as may be prescribed by the constitution of the other society, and may, subject to the constitution appoint a number of its members not exceeding the number of the votes to exercise its voting power.

(3) Where a person is both a member and a person designated under section 3 to represent a member, that person may not vote both as a member and as a designated person but may only cast a vote in 1 or the other of his or her capacities.

RSN1970 c65 s14; 1983 c9 s2

15. (1) The transfer or charge of the share or interest of a member in the capital of a registered society in a case permitted by this Act or by the regulations or by its constitution is subject to those conditions as to maximum holding that may be prescribed by this Act or by the regulations or by its constitution.

(2) Subject to the approval of the minister, the registrar may, in respect of a registered society, restrict or prohibit, by written notice to the society, the withdrawal of shares or other interest of members and the restriction or prohibition shall take effect from the date mentioned in the notice.

(3) A registered society shall not permit a withdrawal of funds from, or honour a cheque drawn on, a deposit account or a share account unless

(a) the funds in the account are equal to or in excess of the amount sought to be withdrawn; or

(b) an arrangement for a line of credit is made by the member.

(4) Notwithstanding subsection (3), the board of directors of a registered society may, subject to the conditions that may be prescribed by the Stabilization Fund Board established under the regulations, permit a member to withdraw funds from or draw a cheque on a deposit account or a share account where the member has not made an arrangement for a line of credit or where the member exceeds the arranged line of credit.

(5) Nothing in this section shall be construed so as to defeat a registered society from recovering from a member an amount paid in excess of the amount standing to his or her credit; and the excess shall, for the purposes of section 33, be considered to be a debt due by the member to the registered society.

RSN1970 c65 s15; 1971 No61 s2; 1983 c9 s3

16. A registered society shall have an address registered in accordance with the regulations, to which all notices and communications may be sent, and shall file with the registrar notice of the address and of a change.

RSN1970 c65 s16

17. A registered society shall keep on file and at reasonable times open to inspection free of charge at the registered office of the society, a copy of this Act, the regulations and its constitution.

RSN1970 c65 s17

18. (1) The registrar shall audit the accounts of a registered society at least once in a financial year of the society.

(2) The audit under subsection (1) shall include an examination of overdue debts and a valuation of the assets and liabilities of the society, and where the valuation is not made by the auditor, he or she should state the basis on which and the authority by which it has been made.

(3) The registrar, or a person authorized in writing by the registrar, shall have access to books, records, accounts, deeds, documents, securities and other papers of a society and an officer of the society shall provide the information in regard to the transactions and working of the society that the person making the inspection may require.

(4) The registrar and a person authorized by him or her to audit the accounts of a society shall have power where necessary

(a) to summon and where considered expedient to examine under oath or affirmation an officer, agent, servant or member of the society who he or she has reason to believe can give valuable information in regard to a transaction of the society or the management of its affairs; and

(b) to require the production of books, records, accounts, deeds, documents, securities and other papers of or cash belonging to the society by the officer, agent, servant or member in possession of the book, document, cash or securities.

(5) The registrar may accept in place of the audit by himself or herself or by a person authorized under this section the audit of the society's auditors provided for under section 19.

RSN1970 c65 s18; 1975-76 No71 s5

19. (1) Except where exempted by the registrar or the Stabilization Fund Board established under the regulations, a registered society shall at least once in a year submit its accounts for audit to a qualified auditor appointed as the constitution of the society provides.

(2) A person shall not be appointed or act as the auditor of a registered society who is a director, officer or employee of the registered society or who is a partner, employer or employee, or who is a related person to a director or officer of the registered society except with the permission of the registrar or the Stabilization Fund Board established under the regulations.

(3) The auditor shall have access to the books, records, accounts, deeds, documents, securities and other papers of the society, count the cash and verify the assets and securities of the society, and shall examine the statements showing the receipts and expenditures, funds and effects of the society and verify them, and shall either sign the statements as found by him or her to be correct, vouched, and in accordance with law, or specially report to the society in what respects he or she finds them incorrect, unvouched or not in accordance with law.

(4) Where the registrar has audited the accounts of a registered society he or she may in writing relieve the society of the obligation under this section in respect of the period covered by the audit.

RSN1970 c65 s19; 1983 c9 s4

20 (1) A registered society shall once in a year send to the registrar an annual return of the receipts and expenditures, funds and effects of the society as audited.

(2) The annual return

(a) shall be made up to the date and shall cover the period that the registrar may prescribe;

(b) shall be signed by the auditor appointed by the society;

(c) shall state the name and address of the auditor, and the manner in which, and the authority under which the auditor is appointed;

(d) shall show separately the expenditure in respect of the several objects of the society;

(e) shall be delivered to the registrar within 4 months after the end of the period referred to in paragraph (a) or at a later date that the minister may in special circumstances allow.

(3) The society shall, together with the annual return, send a copy of the report of the auditor, or, where more than 1 report has been made during the period included in the return, a copy of each report.

RSN1970 c65 s20; 1975-76 No71 s6

21. (1) A registered society shall hold an annual meeting not later than 4 months after its financial year which, if not otherwise provided for by its constitution, shall be the calendar year.

(2) Where an annual meeting is not held by a society within the time provided under subsection (1), the registrar may call a general meeting of the society at a time and place determined by him or her.

1975-76 No71 s7

22. A registered society shall supply gratuitously to a member or person interested in the funds of the society, on his or her application, a copy of the last annual return of the society.

RSN1970 c65 s21

23. A registered society shall keep a copy of the last annual balance sheet, together with the report of the auditor at the registered office of the society.

RSN1970 c65 s22

24. (1) Except as provided by subsection (2), a member or person shall not have a right to inspect the books of a registered society.

(2) A member or person having an interest in the funds of a registered society shall be allowed to inspect his or her own account and the books containing the names of the members at reasonable hours at the registered office of the society or at a place where they are kept, subject to those regulations as to the time and manner of inspection that may be made by the general meetings of the society.

(3) A registered society may, by its constitution, authorize the inspection of its books, in addition to the books containing the names of the members, under those conditions that are imposed, but so that no person unless he or she is an officer of the society, or is specially authorized by a resolution, shall have the right to inspect the loan or deposit account of another member without the written consent of the other member.

RSN1970 c65 s23

25. The registration of a society constitutes it a body corporate by the name under which it is registered, with perpetual succession and a common seal, and with power to hold movable and immovable property of every description, to enter into contracts, to institute and defend suits and other legal proceedings and to do all things necessary for the purposes of its constitution.

RSN1970 c65 s24

26. Unless it is otherwise provided in its constitution, a registered society has capacity to accept extra-provincial powers and rights and to exercise its powers outside the province to the extent permitted by the laws in force where those powers are to be exercised.

1975-76 No71 s8

27. (1) Upon registration of the constitution of a society the society and its members shall be bound to the same extent as if each member had signed it and affixed his or her seal to it and there were in the constitution a covenant on the part of himself or herself, his or her executors, administrators and assigns to conform to the constitution subject to the regulations.

(2) An amendment to the constitution shall when registered be binding in the same manner.

RSN1970 c65 s25

28. Subject to the constitution of a registered society, a person who is under 19 years of age may be a member of the society, enjoy all rights of membership, execute all instruments and give all releases necessary to be executed or given under the constitution, but

(a) where the person is under 16 years of age, he or she does not

(i) have the right to vote, or

(ii) except upon a joint and several promissory note signed by him or her and by a person over 19 years of age, have the right to borrow an amount in excess of his or her savings in the society; and

(b) where the person is under 18 years of age, he or she does not have the right to be an officer of the society or a member of a committee.

1973 No23 s2

29. A promissory note or bill of exchange shall be considered to have been made, accepted or endorsed on behalf of a society, where made, accepted or endorsed in the name of the society, or by or on behalf or on account of the society by a person acting under the authority of the society.

RSN1970 c65 s27

30. (1) Contracts on behalf of a registered society may be made, varied or discharged as follows:

(a) a contract, which if made between private persons would be by law required to be in writing under seal, may be made on behalf of the society in writing, under the common seal of the society, and may in the same manner be varied or discharged;

(b) a contract, which if made between private persons would be by law required to be in writing and signed by the persons may be made on behalf of the society in writing by a person acting under the express or implied authority of the society, and may in the same manner be varied or discharged;

(c) a contract under seal which, if made between private persons might be varied or discharged by a writing not under seal signed by a person interested in it, may be similarly varied or discharged on behalf of the society by a writing not under seal, signed by a person acting under the express or implied authority of the society;

(d) a contract, which if made between private persons would be by law valid though made orally only and not reduced into writing, may be made orally on behalf of the society by a person acting under the express or implied authority of the society and may in the same manner be varied or discharged;

(e) a signature purporting to be made by a person holding an office in the society, attached to a writing by which a contract purports to be made, varied or discharged by or on behalf of the society, shall be taken to be the signature of a person holding, at the time when the signature was made, the office so stated.

(2) Contracts which may be made, varied or discharged according to this section, shall, so far as concerns the form of them, be effectual in law and binding on the society and all other parties to the contract, their executors or administrators.

RSN1970 c65 s28

31. (1) A registered society may make marketing contracts with its members or a group or class of its members requiring them to sell for a period not in excess of 5 years, all or a part of their products specified in the contracts, exclusively to or through the society or an agency created or indicated by the society.

(2) A member of a registered society who, having entered into a marketing contract with the society, does not within 12 months of the date of the contract deliver the products or commodities that he or she is required by the contract to deliver, may be excluded from membership in the society in accordance with its constitution.

(3) The board of directors may by resolution, pay over to the members of the society a part of the price of the commodity so sold as it considers advisable, but a resolution under this subsection does not create a debt due by the society to the members.

(4) Where members of a registered society are required, by a marketing plan established under an Act of the Legislature or of the Parliament of Canada, to sell or deliver goods or render services to or for a marketing board, the members shall, for the purpose of distributing the net savings of the society to the members in accordance with this Act, be considered to have sold, delivered or rendered those goods or services to the society.

(5) A registered society may, where its constitution permits, deduct a percentage from the money received by the society on the goods, products or services marketed, handled or dealt in by the society for or on behalf of a member.

(6) An amount retained by a registered society under subsection (5) shall be applied by the society as a loan on the terms and at the rate of interest that the constitution provides or in shares of the capital of the society.

1975-76 No71 s9

32. (1) A registered society shall be considered to have a 1st charge

(a) in respect of the supply of agricultural necessities or of the loan of money for the purchase of the agricultural necessities, upon the crops or other agricultural produce of the member or person to whom the it was supplied or lent;

(b) in respect of the supply of livestock for farming, breeding or similar purposes or of agricultural implements or machinery, upon the thing so supplied or purchased in whole or in part from the loan or upon the progeny produced and the crops raised;

(c) in respect of the supply of industrial implements or machinery or raw materials for manufacture or the loan of money for purchase of those things, upon the thing so supplied or produced in whole or in part from the loan or in articles or goods manufactured by the machinery or with the raw materials so supplied or purchased;

(d) in respect of the advance of supplies or equipment for a fishery or for the loan of money, upon the fish or other products of the fishery caught or produced by the member or person within 1 year from the date when the fishery supplies were advanced or the money was lent;

(e) in respect of the advance of supplies or equipment for a logging or sawmill operation or for the loan of money upon the logs, lumber or other products produced or manufactured.

(2) A claim in respect of which a registered society has a charge under this section may be enforced upon the insolvency of the member or other person or by execution after judgment upon that of his or her property referred to in subsection (1), notwithstanding a prior attachment issued by a creditor.

RSN1970 c65 s29; 1974 No1 s3; 1975-76 No71 s10

33. (1) Money payable by a member to a registered society is a debt due from the member to the society and is recoverable as such.

(2) A registered society has a charge upon the shares or interest in the capital and on the deposits of a member or past member, and upon a dividend, bonus, or accumulated funds payable to a member or past member, in respect of a debt due from the member or past member to the society, and may set off a sum credited or payable to a member or past member in or towards payment of the debt.

RSN1970 c65 s30

34. The share or interest of a member in the capital of a registered society is not liable to attachment or sale under a judgment or order of a court in respect of a debt or liability incurred by the member and a trustee in insolvency or other receiver under the law relating to bankruptcy, is not entitled to or have a claim on the share or interest.

RSN1970 c65 s31; 1981 c56 s1

35. (1) A registered society shall on the death of a member transfer the share or interest of that member to the person nominated in accordance with this Act and the regulations to receive the share or interest, or to the personal representative of the deceased member, if the nominee or representative is qualified under the constitution of the society to be a member.

(2) Where a person nominated in accordance with subsection (1) to receive the share or interest of a deceased member of a registered society or the personal representative of that member so requests, within 30 days after the death of the member, the society shall transfer the share or interest of the deceased member to a person named by the nominee or personal representative, if the person so named is qualified to be a member under the constitution of the society.

(3) A registered society may, instead of transferring the share or interest of a deceased member to a person under subsection (1) or (2), pay to that person an amount equal to the value of the share or interest of that member ascertained in accordance with the regulations and the constitution of the society.

(4) A registered society may pay all money not referred to in subsection (1) or (2) which is due in respect of a deceased member in the manner provided by this section for the transfer of the share or interest of a deceased member.

RSN1970 c65 s32

36. A register or list of members or shares kept by a registered society shall be evidence of

(a) the date at which the name of a person was entered in the register or list as a member; and

(b) the date at which the person stopped being a member.

RSN1970 c65 s33

37. A copy of an entry in a book of a registered society regularly kept in the course of business, shall, where certified in the manner prescribed by the regulations, be received, in a suit or legal proceeding, as, in the absence of evidence to the contrary, evidence of the existence of the entry, and shall be admitted as evidence of the matters, transactions and accounts recorded in it in a case where, and to the same extent as, the original entry itself is admissible.

RSN1970 c65 s34

38. Notwithstanding the Registration of Deeds Act, it is not necessary in respect of a transaction involving the acquisition of a home by a member of a society to pay a fee or to affix a stamp for the registration of a deed or other document by virtue of which a property passes to or from the society.

1975-76 No71 s11

39. (1) A registered society may, where its constitution permits, make loans to its members; but it shall not make a loan to a person who is not a member.

(2) Notwithstanding subsection (1), a registered society may make a loan to another registered society which is not a member, with the written approval of the registrar, who may, when giving his or her approval, limit the amount of the loan and prescribe the terms and conditions under which it may be advanced.

(3) The registrar may by general or special order prohibit or restrict the lending of money on the security of immovable property specified in the order by a registered society, or class of registered societies.

RSN1970 c65 s36; 1983 c9 s5

40. A registered society shall receive deposits and loans from persons who are not members only to the extent and under the conditions that may be prescribed by the regulations and subject to its constitution.

RSN1970 c65 s37

41. Except as provided in sections 39 and 40, the transactions of a registered society with persons other than members shall be subject to those prohibitions and restrictions that may be prescribed by the regulations and subject to its constitution.

RSN1970 c65 s38

42. Where a registered society is authorized under this Act to engage in the purchase and distribution of commodities, it may do so for cash only, but it may provide by amendment to its constitution for the issue of credit to a member not exceeding 75% of his or her paid-up share capital, where, in the opinion of the registrar, it is necessary to do so having regard to local circumstances, and when that provision is made, it may advance the credit.

RSN1970 c65 s39

43. (1) Notwithstanding section 42, the minister may permit co-operatives to issue credit to members in excess of limits generally imposed by this Act.

(2) In giving permission under subsection (1) the minister may attach those conditions that he or she considers appropriate.

1981 c56 s2

44. A registered society the members of which are natural persons may provide services for its members which do not come within the objects of the society set out in its constitution, where

(a) the permission of the minister was obtained in respect of each year in which the society proposes to start or to continue the performance of the services; and

(b) the regulations governing the services were adopted by the members of the society at a general meeting and were approved by the registrar.

RSN1970 c65 s40

45. A registered society may invest or deposit its funds in the manner provided by the regulations.

RSN1970 c65 s41

46. The constitution of a registered society may provide for advances to members.

RSN1970 c65 s42

47. A registered society may, where its constitution permits, allow its members to use negotiable bills of exchange, within the meaning of Part II of the Bills of Exchange Act (Canada), for withdrawal purposes under the conditions that may be prescribed by the regulations.

1974 No1 s4

48. (1) A society shall not pay a dividend or bonus in a financial year before the balance sheet for the period in respect of which the dividend or bonus is paid has been certified by an auditor approved by the registrar.

(2) Except with the approval of the Stabilization Fund Board established under the regulations, a registered society shall not pay to its members a dividend or interest

(a) on share capital; or

(b) on loans made as a condition of membership

in excess of 9% in a year.

(3) A society shall not pay a dividend to its members when the payment will create or increase a deficit.

RSN1970 c65 s43; 1974 No1 s5; 1975-76 No71 s12; 1983 c9 s6

49. (1) A society which does or can derive a surplus from its transactions shall maintain a reserve fund.

(2) All societies shall carry to the reserve fund the portion of the net balance in each year that may be prescribed by their constitutions.

RSN1970 c65 s44

50. The realized net balance of each year, with a sum available for distribution from previous years, may be distributed that may be prescribed by the constitution of the society, subject to the regulations.

RSN1970 c65 s45

51. A registered society may, with the previous sanction of the registrar, after the allocation has been made to the reserve fund that the regulations and constitution require, contribute an amount not exceeding 10% of the remaining net balance to a charitable or educational purpose, including the purpose of propagating co-operative principles.

RSN1970 c65 s46

52. (1) An officer of a registered society who receives or has charge of money shall, before assuming the duties of his or her office, provide a bond

(a) with the surety;

(b) in a form; and

that may be determined by the committee of the society and approved by the registrar guaranteeing that he or she will account for all money received by the officer.

(2) A bond provided under subsection (1) shall contain a provision that the registrar shall be given at least 1 month's written notice of the intended cancellation of the bond.

(3) Where notice under subsection (2) is not given, the bond shall remain in full effect notwithstanding its provisions.

(4) The officer bonded under this section shall file with the registrar, within 1 month of the issuing of the bond, a copy of that bond and a

(a) renewal; or

(b) endorsement of change or other endorsement

in respect of the bond.

1974 No1 s6; 1983 c9 s7

53. (1) The registrar may of his or her own motion, and shall on the application of a majority of the committee or of not less than 1/3 of the members, hold an inquiry or direct some person by written order to hold an inquiry into the constitution, working and financial condition of a registered society.

(2) All officers and members of the society shall produce those of the books and documents of the society and provide information in regard to the affairs of the society that the registrar or the person authorized by the registrar may require.

RSN1970 c65 s48

54. (1) Where the registrar is of the opinion that the financial position of a registered society as disclosed by an inquiry under section 53 necessitates the appointment of an administrator, the registrar may, subject to the approval of the minister, appoint an administrator and fix his or her remuneration.

(2) The administrator has the powers and may perform the duties of the officers and is responsible to the registrar for the conduct of the business of the society and shall carry out all orders and directions of the registrar with respect to the society and may pay the expenses of administration out of the funds of the society.

(3) Where the administrator is appointed, the directors and officers of the society shall not, so long as the administrator remains in charge of the conduct of the business of the society, exercise the powers conferred upon them under this Act and the constitution of the society.

(4) The administrator shall take all steps and do all things necessary to protect the interests of the members and the rights of the creditors of the society and shall maintain, where practicable, the services of the society.

(5) For the purposes of this section, the administrator shall have access to the books, accounts, securities, vouchers and other documents of the society, as well as cash of the society and a security held by the society.

(6) Subject to the approval of the registrar, the administrator may call a special meeting of the members of the society to report to them on the affairs of the society and the steps taken by him or her to protect their interests.

(7) The administrator shall conduct the business of the society until the registrar is satisfied to have the management of its affairs resumed by its directors and officers or until the society is dissolved and a liquidator is appointed to wind up its affairs.

(8) The administrator may bring or defend an action, suit, prosecution or other legal proceedings in the name and on behalf of the society and appear in a court in person on behalf of the society.

(9) The administrator may, with the approval of the registrar, in carrying out his or her powers and duties under this Act,

(a) sell the property or other assets or a part of the assets of the society;

(b) incur obligations on behalf of the society;

(d) give security on property of the society by mortgage, charge, assignment, pledge or otherwise.

RSN1970 c65 s49; 1974 No1 s7

55. (1) The registrar shall, on the application of a creditor of a registered society, inspect or direct a person authorized by him or her by written order to inspect the books of the society.

(2) The registrar shall not inspect or order an inspection of the books of a society under subsection (1) unless

(a) the applicant satisfies the registrar that the debt is a sum then due, and that he or she has demanded payment and has not received satisfaction within a reasonable time; and

(b) the applicant deposits with the registrar the sum as security for the costs of the proposed inspection that the registrar may require.

(3) The registrar shall communicate the results of the inspection to the creditor.

RSN1970 c65 s50

56. Where an inquiry is held under section 53 or an inspection is made under section 55, the registrar may by a certificate signed by him or her make an award apportioning the costs, or the part of the costs that he or she may think right, between the society, the members or creditor demanding an inquiry or inspection and the officers or former officers of the society.

RSN1970 c65 s51

57. A sum awarded by way of costs under section 56 shall be considered to be a debt due by the person against whom under the registrar's certificate the sum has been awarded to the registrar and may be recovered by the registrar in a court.

RSN1970 c65 s52

58. (1) Two or more registered societies that are of the same or similar class may, in accordance with this section, amalgamate and continue as one registered society.

(2) Each of the registered societies proposing to amalgamate shall submit the proposal for amalgamation to a general meeting of the society which shall be called for the purpose and the proposal may be approved by a resolution passed and confirmed in the manner provided in paragraph 60(1)(c).

(3) Each of the registered societies approving a proposal for amalgamation under subsection (2) shall advise the registrar of that approval and provide him or her with the information about the proposal and other information, that the registrar may require.

(4) The registrar shall, having regard to the rights and interests of all parties, including dissenting members and creditors, decide to

(a) approve;

(b) approve subject to compliance with the terms and conditions that he or she considers appropriate; or

a proposal for amalgamation of which he or she is advised under subsection (3).

(5) After the registrar reaches a decision under subsection (4) he or she shall communicate that decision to each of the registered societies that proposes an amalgamation.

(6) After the registered societies that propose to amalgamate receive the decision of the registrar they shall, where the registrar has not refused to approve the proposal for amalgamation and where they wish to proceed with the amalgamation, provide the registrar, where they have not already done so, with

(a) a certified copy of the resolution of each of the amalgamating societies passed and confirmed in accordance with subsection (2);

(b) a copy of the proposed constitution of the amalgamated society; and

and the registrar may register the amalgamated society and its constitution in accordance with section 10.

(7) On and from the date of the registration of an amalgamated society

(a) the amalgamating registered societies are amalgamated and continued as 1 registered society by the name specified in the certificate of registration; and

(b) the amalgamated registered society possesses all the property, rights, privileges and franchises and is subject to all the contracts, liabilities and debts of each of the amalgamating registered societies.

(8) A notice to the effect that the amalgamating registered societies have been amalgamated and that this Act has been complied with shall be published in the Gazette and in 1 issue of a newspaper published or circulating in the place where the registered address of the amalgamated registered society is situated.

RSN1970 c65 s53

59. (1) The registrar may, with the prior approval of the minister, cancel the registration of a society

(a) where it is proved to his or her satisfaction that the number of members of the society has been reduced below 5, or that the society has stopped existing;

(b) where the society is no longer operating on a cooperative basis or has failed to carry out its objects under its constitution or where it becomes bankrupt;

(c) on proof to his or her satisfaction that the registration of the society has been obtained by fraud or misrepresentation or the society has wilfully, and after notice from the registrar, violated this Act, or the regulations or its constitution.

(2) Not less than 2 months' prior notice in writing briefly stating the ground of an intended cancellation of registration shall be given by the registrar to a society before the cancellation, and notice of cancellation shall be published in the Gazette and in a local newspaper circulating in or about the locality in which the registered office of the society is situated, as soon as practicable after the cancellation takes place.

RSN1970 c65 s54; 1975-76 No71 s13

60. (1) A society which has been registered under this Act may be wound up

(a) by an order of the Trial Division made upon the petition of the society or of 1 or more creditors, contributories of the society, or by those parties together or separately; and the proceedings upon the petition shall be the same as upon a similar petition under the Corporations Act;

(b) by an order of the minister following upon a cancellation of registration;

(c) by a resolution for the winding up passed by a majority of not less than 3/4 of those members of the society entitled according to the regulations of the society to vote that may be present in person, or by proxy in cases where, by the constitution of the society, proxies are allowed, at a general meeting of which notice specifying the intention and purposes of the resolution has been given, and which resolution has been confirmed by a majority of the members entitled according to the constitution of the society to vote present in person or by proxy at a subsequent general meeting of which notice has been given and held at an interval of not less than 7 days nor more than 1 month from the date of the meeting at which the resolution was 1st passed; or

(d) by the consent of 3/4 of the members signified by their signatures to an instrument of dissolution.

(2) A notice of a meeting shall for the purposes of this section be considered to be properly given and the meeting to be properly held when the notice is given and meeting held as required by the regulations of the society.

RSN1970 c65 s55; 1986 c42 Sch A

61. Where a society is terminated by an instrument of dissolution,

(a) the instrument of dissolution shall set out the liabilities and assets of the society in detail, the number of members and the nature of their interests in the society and the claims of creditors;

(b) the signatures to the instrument of dissolution shall be witnessed by a credible witness who shall prove the signatures on oath or affirmation before a justice of the peace or other person authorized to take an oath or receive an affirmation;

(c) a statutory declaration shall be made by 3 members and the secretary of the society that the Act, regulations and constitution of the society have been complied with and that the facts set out in the instrument of dissolution are true and shall be filed with the registrar with the instrument of dissolution; and

(d) a person making a false or fraudulent declaration in a matter relating to an instrument of dissolution is guilty of an offence under this Act.

RSN1970 c65 s56

62. (1) Where a society has been ordered to be wound up or has passed a special resolution for winding up or an instrument of dissolution has been executed, the registrar, or the court, if the winding up is by order of the court, may appoint a competent person to be liquidator of the society.

(2) A liquidator appointed under subsection (1) shall have power

(a) to institute and defend actions and other legal proceedings by and on behalf of the society by his or her name of office and to appear in a court as a litigant in person on behalf of the society;

(b) to refer disputes to arbitration;

(c) to determine the contribution to be paid by the members and past members and by the estates of deceased members of the society respectively to the assets of the society;

(d) to investigate all claims against the society and to decide questions of priority arising between claimants;

(e) to determine by what persons and in what proportion the costs of their liquidation are to be borne;

(f) to take possession of the books, documents and assets of the society;

(g) to collect and distribute the assets of the society and to dispose of the books and documents of the society as may appear to him or her to be necessary for winding up the affairs of the society;

(h) to carry on the business of the society so far as may be necessary for the winding up of the affairs of the society;

(i) with the approval of the registrar, to incur obligations, borrow money and give security on property of the society by mortgage, charge, assignment, pledge or otherwise; and

(j) to exercise the powers of the committee so far as is necessary for the winding up of the society,

and upon the appointment of the liquidator the committee shall stop holding office.

RSN1970 c65 s57

63. Where a registered society is wound up under an order or resolution, the liability of a present or past member of the society to contribute for payment of the debts and liabilities of the society, the expenses of winding up, and the adjustment of the rights of contributories among themselves, shall be qualified as follows:

(a) a member who or which has stopped being a member for 1 year or more before the beginning of the winding up is not liable to contribute;

(b) a member is not liable to contribute in respect of a debt or liability contracted after the member stopped being a member;

(c) a member who or which has stopped being a member is not liable to contribute unless it appears to the liquidator that the contributions of the existing members are insufficient to satisfy the just demands on the society;

(d) a contribution is not required from a member exceeding the amount unpaid on the shares in respect of which the member is liable as a past or present member;

(e) a member shall be taken to have stopped being a member, in respect of withdrawable shares withdrawn, from the date of the notice of application for withdrawal; and

(f) a contribution shall not be required by a member of a society limited by membership exceeding the amount unpaid on the membership that member applied for.

RSN1970 c65 s58; 1975-76 No71 s14

64. (1) Where the liquidator has completed the winding up he or she shall call a meeting of the society and submit the accounts to the meeting and he or she shall file with the registrar a copy of the accounts, together with copies of resolutions passed at the meeting of the society at which the accounts were submitted; the whole being authenticated by a statutory declaration in the prescribed form; and the registrar may either

(a) where not satisfied that the winding up has been properly carried out, remit the matter back to the liquidator with directions for further action; or

(b) where satisfied that the winding up has been properly carried out, cancel the registration of the society;

(2) Where the registration of a society is cancelled under paragraph (1)(b) the society is dissolved.

RSN1970 c65 s59

65. Where

(a) an order of the court or of the minister has been made for the winding up of a society;

(b) a resolution has been passed by a society for winding up; or

(c)) an instrument of dissolution of a society has been filed with the registrar,

the Trial Division may upon the application of the registrar or of a liquidator or of a contributory or creditor of the society, make an order directing that the winding up shall continue but subject to the supervision of the court and with the liberty for creditors, contributories or others to apply to the court and generally upon the terms and conditions that the court considers appropriate.

RSN1970 c65 s60; 1986 c42 Sch A

66. (1) The court may, in determining whether the society is to be wound up subject to the supervision of the court, have regard to the wishes of the creditors or contributories as proved to it and may direct meetings of the creditors or contributories to be summoned, held and regulated in the manner that the court directs for the purpose of ascertaining their wishes and may appoint a person to act as chairperson of the meeting and to report the result of the meeting to the court.

(2) In the case of creditors, regard shall be had to the value of the debts due to each creditor; and in the case of contributories, to the number of votes conferred on each contributory by the regulations of the society or to the extent of the interest of each contributory in the funds of the society.

RSN1970 c65 s61

67. (1) Where an order is made by the court for a winding up subject to the supervision of the court, the court may in the order or in a later order appoint an additional liquidator.

(2) Liquidators appointed by the court shall have the same powers and be subject to the same obligations and stand in the same position as if they had been appointed by the registrar.

(3) The court may remove liquidators appointed by the court and fill up vacancies occasioned by the removal or by death or resignation.

RSN1970 c65 s62

68. Where an order is made for a winding up subject to the supervision of the court, the liquidators appointed to conduct the winding up may, subject to restrictions imposed by the court, exercise their powers without the sanction or intervention of the court in the same manner as if the society were being wound up without supervision.

RSN1970 c65 s63

69. (1) A court may, after the presentation of an application for the winding up of a society under this Act and before making an order for the winding up of the society, upon the application of the society or of a creditor or contributory of the society, restrain further proceedings in an action or proceeding against the society upon the terms that the court considers appropriate.

(2) Where an order has been made for winding up a society under the supervision of the court, an action or other proceedings shall not be proceeded with or started against the society except with leave of the court and subject to the terms that the court may impose.

(3) Where a society is being wound up otherwise than under the supervision of the court, the court may, upon the application of the society or of a creditor or contributory of the society, restrain proceedings in an action or proceeding against the society upon the terms that the court thinks appropriate.

RSN1970 c65 s64

70. Subject to an order of the court, where a society is being wound up and

(a) all debts payable by the society; and

(b) all expenses of or incidental to the winding up and the realization of the assets of the society,

are paid and there is a balance remaining, the balance remaining shall

(d) be paid into the Stabilization Fund established under the regulations.

1983 c9 s8

71. (1) The minister may determine a scale of fees to be paid for matters to be transacted under this Act and for audit by or on behalf of the registrar and for the inspection of documents filed with the registrar under this Act.

(2) All fees received by the registrar under this Act shall be paid into the Consolidated Revenue Fund.

RSN1970 c65 s66

72. (1) The minister may, for a registered society or a class of registered societies, or for all societies, make regulations to carry out the purposes of this Act.

(2) In particular the regulations may

(a) prescribe the maximum number of shares or portion of the capital of a society which may be held by a member;

(b) prescribe the forms to be used and the conditions to be complied with in the making of applications for the registration of a society and the procedure in the matter of the application;

(d) regulate the manner in which funds may be raised by means of shares or debentures or otherwise;

(e) prescribe the accounts and books to be kept by a society and provide for the audit of the accounts and books and for the periodical publication of a balance sheet showing the assets and liabilities of a society;

(f) prescribe the returns to be submitted by a society to the registrar and provide for the persons by whom and the form in which the returns shall be submitted;

(g) provide for the persons by whom and the form in which copies of entries in books of societies may be certified;

(h) provide for the mode in which the value of a deceased member's interest shall be ascertained and for the nomination of a person to whom the interest may be paid or transferred;

(i) provide for the mode in which the value of the interest of a member who has become mentally incompetent and incapable of managing himself or herself or his or her affairs shall be ascertained and for the nomination of a person to whom the interest may be paid or transferred;

(j) prescribe the conditions under which a registered society may make loans, the conditions to be complied with by members applying for loans, the period for which loans may be made, the amount which may be loaned to an individual member and the manner in which loans shall be repaid;

(k) provide for the formation and maintenance of reserve funds, and the objects to which the funds may be applied and for the investment of funds under the control of the society;

(l) prescribe the extent to which a society may limit the number of its members;

(m) prescribe what shall be an acceptable written designation, for the purposes of this Act, under section 3;

(n) prescribe the conditions under which the net operating surplus of a year and other accumulated funds may be distributed to the members of a society with limited liability and the maximum rate of dividend on share capital which may be paid by societies;

(o) prohibit or restrict the transfer of shares;

(p) be made respecting the provision either in the regulations or the constitutions of societies for the prohibition or restriction of withdrawal of shares, prescribing in the regulations or permitting the prescription within the constitution of societies for conditions under and the extent to which a society may prohibit or restrict the transfer or withdrawal of shares;

(q) prohibit or regulate the granting of loans or other advantages by a registered society to officers of the society;

(r) prescribe the conditions under which a registered society may allow its members to use negotiable bills of exchange, within the meaning of Part II of the Bills of Exchange Act (Canada), for withdrawal purposes;

(s) prescribe the procedure to be followed and conditions under which a registered society may alter the name under which it has been registered;

(t) prescribe the procedure by which the conditions under which a company or society which has been registered under or continued, incorporated or registered under the Corporations Act or the Agricultural Societies Act, may be registered under this Act.

(u) provide for the creation of a Stabilization or Mutual Aid Fund to help registered societies in financial difficulties, to compensate members or registered societies for losses suffered in liquidation, and to provide the services that, in the opinion of the board, may be necessary to avert financial difficulties or losses to registered societies or members;

(v) provide for the creation of a Stabilization Fund Board to administer the Stabilization or Mutual Aid Fund;

(w) prescribe the duties of the registrar in relation to the Stabilization Fund Board; and

(x) prescribe the conditions under which co-operatives may issue credit to members in excess of limits generally imposed by this Act.

(3) A company or society described in paragraph (t) shall not be registered unless governed by rules and regulations to be registered as provided by this Act and which are not contrary to this Act or the regulations.

RSN1970 c65 s67; 1971 No61 s3; 1973 No23 s3; 1974 No1 s8; 1978 c35 s6; 1981 c56 s3; 1983 c9 s9

73. The registrar shall have power to prescribe in addition to or instead of the requirements in respect of these matters, under the regulations

(a) the accounts and books to be kept by a specific society;

(b) the returns to be submitted by a specific society to the registrar and the persons by whom and the form in which the returns shall be submitted.

RSN1970 c65 s68

74. (1) It shall be an offence under this Act if

(a) a society or an officer or a member wilfully neglects or refuses to do an act or to provide information required for the purposes of this Act by the registrar or other person authorized by him or her in writing;

(b) a society or an officer or a member wilfully makes a false return or provides false information; or

(c) a person wilfully or without a reasonable excuse disobeys a summons, requisition or lawful written order issued under this Act or does not provide information lawfully required from him or her by a person authorized to do so under this Act.

(2) A society, officer or member of a society or other person guilty of an offence under this section is liable upon summary conviction to a fine not exceeding $100.

RSN1970 c65 s69

75. (1) A person other than a registered society shall not trade or carry on business under a name or title of which the word "co-operative", "credit union" or "caisse populaire" or a derivation or abbreviation is a part without the sanction of the minister unless that person is a body incorporated under the Canada Co-operative Associations Act or under an Act of the Legislature of another province that expressly authorizes the use of the word or a derivation or abbreviation in its name.

(2) Whoever contravenes the provisions of this section is liable upon summary conviction to a fine not exceeding $50, and in the case of a continuing offence to a further fine not exceeding $10 for each day on which the offence is continued.

RSN1970 c65 s70; 1975-76 No71 s15

76. (1) A company or society continued, incorporated or registered under the Corporations Act may, by special resolution passed in accordance with the provisions of the Act under which it is registered, determine to convert itself into a society for registration under this Act and, for this purpose, in a case where the nominal value of its shares held by a member other than a registered society exceeds the portion of the share capital of a society permitted by section 6 may, with the consent of the member, by that resolution provide for the conversion of the excess of the share capital over the portion into a loan from the member to the proposed society bearing the rate of interest that may be fixed by resolution and repayable on the conditions that are set out in the resolution.

(2) A society registered under the Agricultural Societies Act may determine to convert itself into a society for registration under this Act by a resolution passed by a majority of not less than 3/4 of the members of the society entitled, according to the rules, regulations or by-laws of the society to vote, present in person or by proxy, in the case where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution has been given.

(3) A company or society continued, incorporated or registered under the Corporations Act or the Agricultural Societies Act, which has determined to convert itself into a society for registration under this Act, may, in accordance with the procedure and conditions prescribed by regulations made by the minister under section 72, be registered under this Act.

(4) Upon registration of a company or society described in subsection (3), the certificate issued by the registrar together with a copy of the resolution for the conversion of the company or society into a society registered under this Act shall be sent for registration to the office of the registrar of companies in the case of a company or society registered under the Corporations Act or to the office of the Minister of Forestry and Agriculture in the case of a society registered under the Agricultural Societies Act.

(5) Upon registration of the resolution and certificate by the registrar of companies or the minister, the registration of the company or society shall become void and shall be cancelled by the registrar of companies or the minister who shall notify the company or society and the registrar accordingly.

(6) Registration of a company or society as a registered society under this Act shall not affect a right or claim subsisting against or a penalty incurred by the company or society, and, for the purpose of enforcing the right, claim or penalty, the company or society may be sued and proceeded against in the same manner as if it had not become a registered society under this Act.

(7) A right or claim described in subsection (6) and the liability to the penalty shall have priority, as against the property of the company or society, over all other rights or claims against or liabilities of the company or society.

RSN1970 c65 s71; 1986 c12 Sch; 1987 c38 Sch B

77. (1) Where an application is made to him or her by

(a) not less than 5 registered societies; or

(b) not less than 5 registered societies and a number of organizations operating in the province which are not registered societies but in respect of which the registrar has certified that they have as their object the promotion of the economic interests of their members and are operating in accordance with co-operative principles,

the Lieutenant-Governor in Council may, by order, establish the applicants as a corporation by the name of the Newfoundland-Labrador Federation of Co-operatives.

(2) Not more than 1 corporation shall be established by an order made under subsection (1) and where the corporation is established it shall be registered by the registrar under its corporate name.

(3) New members shall be admitted to membership in the corporation referred to in subsection (1).

(4) The Lieutenant-Governor in Council may, when establishing the corporation referred to in subsection (1) or from time to time, make regulations

(a) respecting the qualifications for membership in the corporation and the rights, duties and powers of members and providing for admission to membership of persons, societies, associations, corporations and organizations in addition to registered societies;

(b) governing the holding of and procedure at meetings of the corporation;

(d) granting to or imposing upon the corporation the rights, duties and liabilities granted to or imposed upon a registered society by this Act, and applying to the corporation as many of the provisions of this Act as he or she considers necessary or desirable;

(e) governing the dissolution of the corporation; and

(f) generally, to give effect to the purpose of the corporation.

(5) None of the provisions of this Act other than this section apply to the corporation.

RSN1970 c65 s72; 1981 c56 s4

78. (1) In this section "extra-provincial co-operative" means a body incorporated on a co-operative basis under the laws of another province.

(2) An extra-provincial co-operative may apply to the registrar to be registered under this Act and each application shall be accompanied by a copy of its constating instruments and a statement of the type of business it is applying to carry on in this province.

(3) The registrar may approve an application made under subsection (2) and may impose those terms and conditions on the extra-provincial co-operative that he or she considers appropriate.

(4) An extra-provincial co-operative referred to in subsection (1) shall annually, at the time that may be prescribed by the registrar, submit to the registrar a return similar to the annual return required by this Act to be made by registered societies.

1975-76 No71 s16; 1983 c9 s10