This page contains legislative and regulatory changes related to co-operative corporations (co-ops) in Ontario under the Co-operative Corporations Act (the Co-op Act) and associated legislation.
Bill 177 – Stronger, Fairer Ontario Act (Budget Measures), 2017
Bill 177 received Royal Assent on December 14, 2017.
Amendments to the Co-op Act were as follows:
- Transfer to the minister, in various sections, the authorities and responsibilities of the Financial Services Regulatory of Ontario (FSRA), formerly the Superintendent of the Financial Services Regulatory Authority.
- Give the minister the ability to delegate duties and powers to any person, subject to any restrictions set out in the delegation.
- Separate the power to decide whether a certificate should be issued from the power to issue the certificate.
As of October 29, 2018, ServiceOntario is responsible for the incorporation of co-ops in Ontario, including filings to change and dissolve a co-op. FSRA continues to oversee other aspects of co-op regulation under the Co-op Act.
The Non-profit Housing Co-operatives Statute Law Amendment Act, 2013
The Non-profit Housing Co-operatives Statute Law Amendment Act came into force on June 1, 2014. This Act amended the Co-op Act and the Residential Tenancies Act, 2006, enabling co-ops to apply to the Landlord and Tenant Board to resolve tenure disputes.
More information can be found on the Landlord and Tenant Board website at www.ltb.gov.on.ca or by calling the Board at 1-888-332-3234.
Bill 16 – Creating the Foundation for Jobs and Growth Act, 2010
Bill 16 received Royal Assent on May 18, 2010.
Schedule 4 of Bill 16 amended the Co-op Act to clarify the proportion of directors on a co-op’s executive committee who can be non-members. The proportion cannot exceed the proportion of directors on the co-op's board of directors who are non-members or who are not directors, officers, shareholders, or members of a corporate member.
Bill 218 – The Ontario Tax Plan for More Jobs and Growth Act, 2009
Bill 218 received Royal Assent on December 15, 2009.
Schedule F of Bill 218 amended the Co-op Act as follows:
- Co-ops, other than non-profit housing co-ops, can have by-laws to permit persons who are not members of the co-op to be directors, provided they do not exceed one-fifth of the total number of directors. Ancillary amendments state that these non-member directors do not count for the purposes of determining a quorum of the board or an executive committee of the board. This significant policy change allows co-ops to put persons with needed expertise on their boards to bring the Co-op Act more in line with the Canada Co-operatives Act.
- Meetings of members can be held in Ontario at any location stipulated by the directors unless the articles or by-laws stipulate a particular place. This reversed the previous default rule that required meetings to be held at the head office location unless a by-law specified otherwise.
- Co-ops, other than non-profit housing co-ops, can provide in their by-laws for voting by mail, telephone, or electronic means and hold telephone or electronic meetings. This puts the Co-op Act in line with the Ontario Business Corporations Act.
- The president of the co-op can choose a replacement who is not a co-op member to chair the members’ meetings, unless the by-laws provide otherwise. This allows for independent facilitation of contentious meetings and reversed and clarified the previous default rule requiring the chair to be a specified officer or member unless the by-laws stated otherwise.
- Directors can be elected by acclamation if the number of candidates is the same as or fewer than the number needed to be elected.
- Multi-stakeholder co-ops are not required to have one director elected by each stakeholder group present to constitute a quorum of the board of directors.
Budget Measures Act (Fall), 2004
Sections 1 to 16 and 18 to 31 of Schedule 8 of the Budget Measures Act (Fall) came into force on August 31, 2007.
Amendments to the Co-op Act were as follows:
- Allow a co-op to issue preference shares in series if the Articles of Incorporation of the co-op authorize it to do so. Conditions and restrictions with respect to this power may be prescribed by regulation. Complementary amendments were made to other provisions of the Co-op Act.
- Provide for additional methods to determine which shares in a class or series to redeem may be specified by regulation (see below noted amendments to Ontario Regulation 414/07 made under the Co-op Act).
- Specify that the number of security holders can be prescribed by regulation (see below noted amendments to Ontario Regulation 414/07 made under the Co-op Act).
- Relieve the co-op of the obligation to send a copy of its financial statements and the auditor's report to members if they give the co-op written notice that they do not wish to receive them.
- Permit co-ops to send notices and documents to members and directors electronically in accordance with the Electronic Commerce Act, 2000, and with such other conditions as may be prescribed. The same permission applies to members and directors for the notices and documents that they send to a co-op. A restriction prohibiting non-profit housing co-ops from being able to send any documents or notices to members and directors electronically is prescribed by regulation (see below noted amendments to Ontario Regulation 414/07 made under the Co-op Act). Complementary amendments were made to other provisions of the Co-op Act.
Ontario Regulation 414/07 made under the Co-op Act, 2007
Three Co-op Act regulation amendments came into force on August 31, 2007.
These regulation amendments:
- Govern how the shares in a series can be redeemed where only part of the series is being redeemed.
- Fix the maximum number of persons qualifying the co-op for exemption from offering statement requirements at 35.
- Prohibit non-profit housing co-ops from being able to send any documents or notices to members and directors electronically.