Co-operative Associations Act

(1) The Minister of Justice may appoint a Registrar of Co-operative Associations and one or more Deputy Registrars of Co-operative Associations to carry out the duties and exercise the powers of the Registrar under this Act.

(2) The Minister of Industry, Tourism and Investment may appoint a Supervisor of Co-operative Associations and one or more Deputy Supervisors of Co-operative Associations to carry out the duties and exercise the powers of the Supervisor under this Act. S.N.W.T. 1995,c.2,s.2.1; S.N.W.T. 1998,c.5,s.9(2); S.N.W.T. 2004,c.11,s.6; S.N.W.T. 2005,c.14,s.3(2).

(1) An association must be organized and operated on a co-operative basis.

(2) An association is organized and operated on a co-operative basis where

S.N.W.T. 2015,c.21,s.3.

(1) Five or more individuals who wish to associate as a co-operative association for the purpose of carrying on a co-operative undertaking, business or industry may incorporate an association, with or without share capital, by subscribing to a memorandum of association and bylaws made under subsection 21(1).

(2) A memorandum of association must be in the approved form and set out

(3) The subscribers shall file the memorandum of association and bylaws with the Registrar, together with the prescribed fee and the notices required by subsections 15(4) and 18(11).

(4) If the Registrar is satisfied that the memorandum of association and bylaws comply with this Act, he or she shall register them and issue a certificate of incorporation. S.N.W.T. 2015,c.21,s.3.

(1) In this section, "certificate of incorporation" means a certificate of incorporation issued by the Registrar under subsection 3(4).

(2) From the date of incorporation stated in the certificate of incorporation, the subscribers and any person who becomes a member of the association become a body corporate under the registered name of the association.

(3) A certificate of incorporation is conclusive proof that all the requirements of this Act respecting incorporation and registration have been complied with and that the association is duly registered under this Act.

(4) On issuing a certificate of incorporation, the Registrar shall

S.N.W.T. 2015,c.21,s.4.

(1) Subject to any exceptions permitted under the regulations, an association shall not be incorporated, continued or amalgamated with a name, or carry on business under or identify itself by a name,

(2) The Registrar may, on request, reserve for 90 days a name for

(3) The Registrar may, at the request of the person who requested the reservation of a name,

S.N.W.T. 2015,c.21,s.6.

(1) A co-operative association incorporated under the laws of a jurisdiction other than the Northwest Territories may apply to the Registrar for a certificate of continuance under this Act, if

(2) A co-operative association applying under this section shall file with the Registrar, together with the prescribed fee,

(3) A co-operative association applying for a certificate of continuance under subsection (1) may, without so stating in its memorandum or bylaws, effect any amendment of the applicant’s act of incorporation, articles, letters patent, memorandum or articles of association or bylaws, that an association incorporated under this Act would be able to effect by way of amendment to its memorandum of association or bylaws.

(4) Subject to subsection (5), on receipt of the documents and fee referred to in subsection (2) and if the Registrar is satisfied that the documents comply with this Act, he or she shall register the co-operative association and issue a certificate of continuance.

(5) The Registrar may not issue a certificate of continuance unless he or she is satisfied

(6) The co-operative association is deemed to have been incorporated under this Act from the date of registration stated on the certificate of continuance.

(7) On issuing a certificate of continuance, the Registrar shall

(8) All rights of creditors against and all liens on the property, rights, assets, privileges and franchises of a co-operative association continued under this section are unimpaired by the continuance, and all debts, contracts, criminal or civil liabilities and duties of the co-operative association attach to the continued co-operative association and may be enforced against it. S.N.W.T. 2015,c.21,s.7.

(1) An association may apply to the appropriate official or public body of another jurisdiction requesting that the association be continued as if it had been incorporated under the laws of that other jurisdiction, if

(2) Each member of the association has the right to vote with respect to a continuance whether or not he or she otherwise has the right to vote, and the holders of shares of a class are entitled to vote separately as a class.

(3) The holders of a series of a class of preferred shares are entitled to vote separately as a series only where that series is affected by a continuance in a manner different from other shares of the same class.

(4) The directors may abandon the application without obtaining the approval of the members, if the special resolution authorizing the continuance also authorizes the directors to abandon the application for continuance.

(5) On receiving notice that satisfies the Registrar that the association has been continued under the laws of another jurisdiction, the Registrar shall

(6) This Act ceases to apply to the association on the date shown in the certificate of discontinuance.

(7) An association may not be continued as a body corporate under the laws of another jurisdiction, unless those laws provide that

S.N.W.T. 2015,c.21,s.8.

(1) The capital of an association having share capital must be divided into shares in the denominations set out in the memorandum of association, and those denominations may be changed by amendment of the memorandum.

(1.1) An association may issue preferred shares in addition to other shares with such restrictions as the association may from time to time determine, but no preferred shares may carry the right to vote except in respect of a continuance to another jurisdiction as provided under subsection 7.1(2) and the election of directors under subsection 18(6).

(1.2) Preferred shares that have been issued based on an amendment to a memorandum of association made and registered before April 1, 1994, are deemed to be valid to the extent that they comply with this Act.

(2) A share may be paid for by instalments at the time and in the manner specified in the bylaws, but no person

(3) An association has a lien on the shares of a member for a debt owing to the association by the member, and may set off a sum credited to that member in or towards payment of the debt.

(4) Shares are not transferable unless the bylaws provide for the transfer of shares.

(5) No application for a share may be accepted and no allotment of a share is valid unless approved by the directors.

(6) No assignment or transfer of a share is valid unless approved by the directors. S.N.W.T. 1995, c.2, s.5; S.N.W.T. 2015,c.21,s.9.

(1) Notwithstanding subsection 8(4), a member may

(2) An association shall keep a book in which the names of persons nominated under subsection (1) shall be entered.

(3) Notwithstanding any bylaw providing that the shares of the association are not transferable, the shares affected by entry in the book referred to in subsection (2) are, subject to subsection (4), transferable to the person nominated to receive them.

(4) On receiving satisfactory proof of the death of a member who has made and not revoked a nomination under subsection (1), the directors may at their option

(5) If a member who is entitled at his or her death to an interest in the association dies without having made a nomination that is unrevoked at death, the directors at their option shall transfer the interest or pay the value of the interest to or among the persons entitled to the interest. S.N.W.T. 2015,c.21,s.10.

(1) Subject to this Act, membership in an association is governed by the bylaws.

(2) If membership in an association is held jointly and unless the bylaws provide otherwise,

(3) If membership in an association is held jointly,

(4) In the absence of an agreement to the contrary, where one joint member is required to and does pay more than his or her proportionate share of an assessment, fee or other charge with respect to a joint membership by reason of the default of another of the joint members, the member paying an amount exceeding his or her proportionate share has a lien on the interest of, and may recover the amount from, the person in default. S.N.W.T. 2015,c.21,s.11.

(1) Every subscriber is deemed to have agreed to become a member of the association and shall, on registration of the association, be entered in the register of members kept by the association.

(2) A person may not become a member of an association until his or her application for membership has been approved by the directors, and he or she has complied with the bylaws governing admission of members.

(3) Notwithstanding subsection (2), an application for shares in an association having share capital constitutes an application for membership, and the allotment of a share to the applicant constitutes acceptance of the application.

(4) A person’s membership in an association may be transferred to another person on the authorization of the board of directors.

(5) Unless the bylaws provide otherwise, a person who has attained 16 years of age

(6) An association may be a member of another association. S.N.W.T. 2015,c.21,s.12.

(1) A member may withdraw from membership in the manner set out in the bylaws.

(2) A request for withdrawal of a joint membership or a request to vary the composition of a joint membership must be signed by all persons comprising the joint membership. S.N.W.T. 2015,c.21,s.13.

(1) Unless the bylaws provide otherwise, the directors may, by a resolution approved by at least 2/3 of the directors present at a meeting called for the purpose, terminate the membership of a member.

(2) An association that terminates a membership under this section shall so notify the member within 10 days.

(3) The member may appeal from the termination at the next general meeting of the association by giving written notice of his or her intention to appeal to the secretary of the association, within 30 days after the day on which the member receives notice of the termination under subsection (2).

(4) On an appeal, a majority of the members who are present and cast votes at the general meeting, or such greater percentage as may be specified in the bylaws, may confirm the termination of membership. S.N.W.T. 2015,c.21,s.13.

(1) The members may terminate the membership of a member by special resolution.

(2) An association that terminates a membership under this section shall so notify the member within 10 days. S.N.W.T. 2015,c.21,s.13.

(1) Unless the bylaws provide for a shorter period, an association must, no later than one year after the termination of membership or the withdrawal from membership,

(2) Notwithstanding subsection (1), the directors may delay the redemption and payment if

(3) If the directors delay the redemption or payment under subsection (2), the member affected must be notified of the reason for the delay no later than 30 days after the time for redemption or payment has elapsed.

(4) If the redemption or payment continues to be delayed, the member must be notified each six months of the reason for the continuing delay.

(5) When the directors determine that the circumstances giving rise to the delay under subsection (2) no longer apply, the amounts owing to the member must be paid within 30 days after that determination.

(6) If the address of a member remains unknown after the association has made reasonable efforts to determine that address for the purpose of making payment of amounts held to the member’s credit, the association may transfer those amounts to its reserve fund.

(7) The association shall pay any amounts transferred to the reserve fund under subsection (6) to the person entitled to them on the provision of satisfactory evidence of his or her claim. S.N.W.T. 2015,c.21,s.13.

(1) A shareholder in an association having share capital is liable for or chargeable with a debt or demand owing by the association only to the extent of the amount of the face value of his or her shares that remains unpaid.

(2) A member, other than a shareholder of an association having share capital, is liable for or chargeable with a debt or demand owing by the association only to the extent of the amount of the membership fees of the member that are due and unpaid.

(1) An association shall have a registered office, as specified in the memorandum of association, to which service may be made and notices sent.

(2) The association shall keep a register of members, which, in the absence of evidence to the contrary, is proof of the particulars entered in the register relating to

(3) Subject to regulations approved by the association at a general meeting, an association shall allow a member to inspect the register kept by the association under subsection (2) at reasonable times during business hours at the head office of the association, or at another place where the register is kept.

(4) An association shall file with the Registrar a notice of the address of the registered office in the approved form, together with

(5) An association shall file with the Registrar, within 15 days after any change of the address of the registered office, a notice of that change in the approved form.

(6) An association in existence on the day this subsection comes into force, shall file with the Registrar a notice of the address of the registered office in the approved form within 60 days after the coming into force of this subsection. S.N.W.T. 2015,c.21,s.14.

(1) The directors must be elected by ballot at an election held on the day and in the manner specified in the bylaws, and hold office for the period specified in the bylaws.

(2) If the election of directors is not held on the day specified in the bylaws, an election must be held on another day, and all otherwise valid acts undertaken by the directors before their successors are elected are deemed to be valid.

(3) All otherwise valid acts undertaken by directors are deemed to be valid notwithstanding any defect in their appointment, election or qualifications.

(4) A director elected at the first general meeting of an association who is not a member at the time of the election and who fails to become a member within two months after that election, ceases to be a director.

(5) An association may designate up to 25% of its directors as directors to be elected by the members holding preferred shares.

(6) An association that designates directors under subsection (5) shall

(7) A director elected under subsection (6) has the same rights and duties as a director elected under subsection (1).

(8) After the first general meeting of an association, a person who is not a member may not be elected or appointed as a director, and the election or appointment of such a person is void.

(9) When a vacancy occurs on the board of directors, the remaining directors may appoint a member as a director, to hold office until the next general meeting of the association.

(10) No member or shareholder who is under 19 years of age may be a director, manager or treasurer of an association.

(11) An association shall file a notice of directors in the approved form with the Registrar, together with

(12) An association shall file with the Registrar, within 15 days after a change is made among its directors or in the information contained in any previous notice filed under subsection (11) or this subsection, a notice in the approved form setting out the change.

(13) An association in existence on the day this subsection comes into force, shall file with the Registrar a notice of directors in the approved form within 60 days after the coming into force of this subsection. S.N.W.T. 2015,c.21,s.16.

(1) Every director and officer of an association, in exercising the powers and discharging the duties of a director or officer, shall

(2) Every director and officer of an association shall comply with this Act, the regulations, the memorandum of association and the bylaws.

(3) An officer or director has complied with his or her duties under this section if he or she relies and acts in good faith

(4) No provision in a contract, the memorandum of association, the bylaws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations, or relieves him or her from liability for a breach of that duty.

(5) In determining whether a particular transaction or course of action is in the best interests of the association, a director, if he or she is elected by the holders of preferred shares or appointed under subsection 18(6) to fill a vacancy in respect of a director elected by the holders of preferred shares, may give special, but not exclusive, consideration to the interests of those who elected or appointed him or her. S.N.W.T. 2015,c.21,s.16.

(1) This section does not require the disclosure of an interest in a contract or transaction that is of a type available to and customarily entered into between the association and its members.

(2) A director or officer of an association who is a party to a material contract or proposed material contract with the association, or who is a director, officer, spouse or associate of, or has a material interest in, a person who is a party to a material contract or proposed material contract with the association, shall

(3) Where the disclosure required by subsection (2) is to be made by a director, the director shall make the disclosure

(4) Where the disclosure required by subsection (2) is to be made by an officer who is not a director, the officer shall make the disclosure without delay

(5) Notwithstanding subsections (3) and (4), if a material contract or proposed material contract would not require approval by the directors or shareholders in the ordinary course of the association’s business, a director or officer shall disclose in writing to the association, or request to have entered in the minutes of a meeting of directors, the nature and extent of his or her interest.

(6) A director referred to in subsection (2) may not take part in discussions relating to or vote on a resolution approving a contract, unless the contract is

(7) If a director is not entitled to participate in discussions or vote on a resolution in respect of a contract under subsection (6), but his or her presence is required to constitute a quorum at a meeting of directors, a decision of the directors in respect of that contract is not invalid by reason only of the absence of the director.

(8) For the purposes of this section, a general notice to the directors by a director or officer declaring that he or she is to be regarded as interested in any contract made with a person is a sufficient declaration of interest in relation to any contract made with that person.

(9) If a director or officer discloses his or her interest in accordance with this section, and the contract in which the director or officer has a material interest is approved by the directors or members and is reasonable and fair to the association at the time it is approved, the material contract is neither void nor voidable

(10) If a director or officer of an association fails to disclose his or her interest in a material contract in accordance with this section, the Supreme Court may, on the application of the association or of a member of the association, set aside the contract on any terms that the Court considers appropriate. S.N.W.T. 2015,c.21, s.16.

(1) Unless the bylaws provide otherwise, the members of an association may remove a director from office by special resolution.

(2) Where the holders of any class or series of preferred shares of an association have an exclusive right to elect a director, that director may only be removed by a resolution approved at a meeting of the preferred shareholders of that class or series.

(3) A vacancy created by the removal of a director may be filled at the meeting of the members or shareholders at which the director is removed, or where it is not filled at the meeting, may be filled under subsection 18(9). S.N.W.T. 2015,c.21,s.16.

(1) The directors shall have the general direction and supervision of the affairs and business of the association.

(2) The directors shall meet at least once every three months.

(1) The first general meeting of an association must be held within three months after the date of incorporation, and further general meetings must be held annually at the time and place specified in the bylaws.

(2) Special general meetings of the association may be called as specified in the bylaws.

(3) At meetings of the association,

(4) Notice of a meeting at which a special resolution is to be approved must

S.N.W.T. 2015,c.21,s.17.

(1) Individuals who wish to incorporate an association under this Act shall

(2) Unless this Act or the bylaws otherwise provide, the members of an association may enact, amend, repeal or replace a bylaw

(3) The bylaws of an association must

(4) An association shall file with the Registrar a resolution made under subsection (2), together with the prescribed fee.

(5) The Registrar shall register the resolution if he or she is satisfied that it complies with this Act.

(6) A bylaw or resolution made under this section does not have any force or effect until it is registered. S.N.W.T. 2015,c.21,s.18.

(1) Subject to this Act, an association has the capacity and the rights, powers and privileges of a natural person.

(2) An association has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside the Northwest Territories to the extent that the laws of that jurisdiction permit. S.N.W.T. 2015,c.21,s.18.

(1) An association may, by special resolution, amend its memorandum of association.

(2) An association shall file with the Registrar a special resolution made under subsection (1), together with the prescribed fee.

(3) The Registrar shall register the special resolution if he or she is satisfied that it complies with this Act.

(4) On registering the special resolution, the Registrar shall issue a certificate of amendment.

(5) On issuing the certificate of amendment, the Registrar shall

(6) A special resolution made under this section has no force or effect until it is registered.

(7) A change of name of an association does not affect any rights or obligations of the association or render defective legal proceedings by or against the association, and any legal proceedings that could have been continued or commenced against the association under its former name may be continued or commenced against it under its new name. S.N.W.T. 1995,c.2,s.9; S.N.W.T. 2015,c.21,s.19.

(1) Contracts on behalf of an association may be made, varied or discharged as follows:

(2) An association may make marketing contracts with a member or a group or class of members requiring them, for a period of time not exceeding five years, to sell all or any of their products specified in the contract exclusively to or through the association or an agency created or specified by the association.

(3) A member who has entered into a marketing contract with an association and who, within 12 months after the date of the contract, does not deliver the products as required by the contract may be expelled under section 12.

(1) An association may by bylaw authorize the borrowing of money from its members for definite periods of not less than 90 days.

(2) Money borrowed under subsection (1)

(3) An association may pledge its credit for the purchase of goods or in any other transaction within the scope of its corporate powers. S.N.W.T. 2015,c.21,s.21.

(1) An association may not make a loan to a member or director unless it is authorized by special resolution to make such a loan.

(2) A member or director who has a direct or indirect pecuniary interest in a loan application on his or her own behalf or while acting for, by, with or through another, and who is present at a meeting at which the application is considered, shall

S.N.W.T. 2015,c.21,s.22.

(1) In this section,

"consumers’ co-operative" means an association having the primary purpose of dealing in goods or services for sale at retail to its members and patrons who are to be the ultimate users or consumers of those goods or services; (coopérative de consommateurs)

"housing co-operative" means an association having the primary purpose of providing housing units for occupancy by its members at rates that are as close as is reasonably possible to cost. (coopérative d’habitation)

(2) Subject to subsections (3), (4) and (7), an association shall set aside such amounts, if any, as are provided in the bylaws in a reserve for contingencies, and shall not distribute this reserve to its members.

(3) A consumers’ co-operative shall set aside at least 5% of any surplus in the reserve before paying a dividend or interest on share capital or allocating a patronage dividend.

(4) At the end of each fiscal year a consumers’ co-operative shall place in its reserve any increase in value of assets resulting from revaluation of its assets in that fiscal year.

(5) When the reserve is equal to or more than 10% of the total assets of the consumers’ co-operative as shown in its audited financial statements for the fiscal year, or such greater percentage as may be provided in the bylaws, the co-operative is not required to set aside any part of the surplus or book gains in the reserve.

(6) A consumers’ co-operative may charge against its reserve

(7) The directors of a housing co-operative shall set aside at least 5% of any surplus in a reserve to address

(8) Where the reserve is equal to or more than 20% of the total assets of the housing co-operative as shown in its audited financial statements for the fiscal year, the directors are not required to set aside any part of the surplus in the reserve. S.N.W.T. 2015,c.21,s.24.

(1) An association shall, in accordance with the bylaws, appoint a person to hold the office of auditor for the association.

(2) At the end of each fiscal year, an association shall

(3) Within 30 days after its annual general meeting, an association shall file an annual return in the approved form with the Registrar, together with a copy of the financial statements presented at the annual general meeting certified by the auditor.

(4) The Registrar shall forward the financial statements to the Supervisor without delay.

(5) After receiving the financial statements, the Supervisor may request from the association, and the association shall so provide,

S.N.W.T. 2015,c.21,s.24.

(1) In this section and section 33, "resolution" means an special resolution for the dissolution of an association.

(2) Subject to the approval of the Supervisor, an association may be dissolved by resolution.

(3) The resolution shall set out in detail

(4) The bylaws may require that those members voting in favour of the resolution represent at least 25% of the equity in the association, as shown in the audited financial statements for the preceding fiscal year.

(5) The president and secretary of an association intending to dissolve shall

S.N.W.T. 2005,c.14,s.3(3); S.N.W.T. 2015,c.21,s.25.

(1) Where the Supervisor has approved a resolution, the association may distribute its assets two months after publication of the latest advertisement of dissolution unless new valid claims are discovered.

(2) If claims referred to in subsection (1) are discovered, the amount of those claims must be deducted from the amount of the undistributed surplus set out in the resolution, and the Supervisor may cancel the dissolution proceedings if the total amount of the claims exceeds the amount of undistributed surplus.

(3) The Supervisor may require an association to provide annual or other returns showing the progress of dissolution and the distribution of surplus.

(4) If a person who has a claim against the association for debt, share capital invested or otherwise cannot be located after a reasonable search, the directors may deposit the amount owing to that claimant in a bank or credit union.

(5) If an amount deposited under subsection (4) is not claimed by the claimant within three years after the deposit is made, the directors may, with the approval of the Supervisor, pay out the amount and any interest accrued. S.N.W.T. 2015,c.21,s.26.

(1) If the Supervisor has reasonable cause to believe that an association is not carrying on business or is not in operation, he or she shall send a letter by ordinary mail to the registered office of the association, inquiring whether the association is carrying on business or is in operation.

(2) If the Supervisor does not receive an answer within two months after sending the letter referred to in subsection (1), he or she shall, within 14 days after the end of that two-month period, send a registered letter to the association’s registered office,

(3) If the Supervisor

the Supervisor shall forward a certificate to that effect to the Registrar. S.N.W.T. 1995,c.2,s.10; S.N.W.T. 1998,c.5,s.9(5); S.N.W.T. 2015,c.21,s.27.

(1) In this section, "administrator" means an administrator appointed under subsection (2).

(2) The Minister may order the Registrar to dissolve an association or may appoint an administrator to protect the equities of the members, if the Minister is satisfied upon a review of a report made by the Supervisor under section 35 that

(3) An administrator

(4) As long as an administrator remains in charge of the conduct of the business of an association, the directors and officers of the association may not exercise any of their powers.

(5) For the purposes of this section, an administrator shall have access to all books, accounts, securities, documents, vouchers, cash, goods and other assets of the association and any security held by the association.

(6) Subject to the approval of the Supervisor, an administrator may call a special general meeting of the association to report on the affairs of the association and the steps taken by the administrator to protect their equities.

(7) An administrator shall conduct the business of the association until

S.N.W.T. 1995,c.2,s.12; S.N.W.T. 2015,c.21,s.28.

(1) The Registrar shall strike the name of an association off the register and dissolve the association on receiving, in respect of that association,

(2) On dissolving an association, the Registrar shall

(3) An association that is dissolved under subsection (1)

S.N.W.T. 2015,c.21,s.29.

(1) The Supervisor shall appoint one or more liquidators to wind up the affairs of an association that is dissolved.

(2) The costs and expenses incurred in winding up an association must be paid out of the funds of the association. S.N.W.T. 2015,c.21,s.30.

(1) An association shall, after the commencement of the winding-up, cease to carry on its business except as required for the beneficial winding-up of the association.

(2) A transfer of shares, except a transfer made to or with the sanction of the liquidator, or an alteration in the status of the members that is made after the commencement of the winding-up, is void. S.N.W.T. 2015, c.21,s.32(2).

(1) The powers of the directors cease when a liquidator is appointed, except to the extent that the liquidator consents to the continuance of those powers.

(2) If two or more liquidators are appointed, the powers of the liquidators may be exercised by a majority or as is determined at the time of their appointment.

(3) If a vacancy occurs in the office of liquidator, the Supervisor may appoint another liquidator to fill the vacancy. S.N.W.T. 2015, c.21,s.33.

(1) On appointment, the liquidator shall take into his or her custody or under his or her control all property that the association owns or possesses or to which it is or appears to be entitled.

(2) The liquidator shall

(3) The liquidator may

(4) Repealed, S.N.W.T. 2015,c.21,s.34(2).

(5) A liquidator shall not purchase directly or indirectly any stock-in-trade, debts or assets of the association.

(6) A liquidator shall deposit in a bank or credit union all sums of money in his or her possession belonging to the association whenever those sums exceed $500.

(7) A liquidator shall provide the Supervisor with the annual or other returns that the Supervisor may require showing the progress of the winding-up, the distribution of surplus and any other information the Supervisor may require. S.N.W.T. 2015, c.21,s.34.

(1) A liquidator may fix a day on or before which creditors of the association and others having claims against the association must submit their claims to the liquidator.

(2) The liquidator shall give notice of the day referred to in subsection (1) by publication for four successive weeks in a newspaper published at or nearest to the principal place of business of the association.

(3) The day referred to in subsection (1) must not be less than two months after the first publication of notice under subsection (2).

(4) The liquidator may, after the day referred to in subsection (1), distribute all or part of the assets of the association among the parties entitled to the assets, having regard to the claims of which the liquidator has notice.

(5) If the liquidator has not received notice of a claim at the time of distribution under subsection (4), the liquidator is not liable to the claimant for the assets distributed.

(6) Nothing in this Act prejudices the right of a claimant to follow assets in the possession of any person who has received the assets. S.N.W.T. 2015,c.21,s.35(2),(3),(4).

(1) In distributing the assets of an association the liquidator shall pay, in priority to the claims of the ordinary or general creditors, the wages or salary not exceeding six months wages or salary of persons, other than the directors, employed by the association at the time of or within one year before the commencement of the winding-up.

(2) A person paid under subsection (1) is entitled to rank as an ordinary or general creditor of the association for the residue of his or her claim.

(1) Where there is no agreement or provision fixing the remuneration of the liquidator, the liquidator is entitled, instead of fees and charges for his or her services, to a commission on the net proceeds of the estate of the association after deducting expenses and disbursements.

(2) The commission referred to in subsection (1) is 5% of the net proceeds not exceeding $5,000 and a further 1.25% of the net proceeds exceeding $5,000. S.N.W.T. 2015,c.21,s.37.

(1) In this Part, "federation" means an association having a membership composed wholly or substantially of other associations.

(2) Except as provided in this Part, the provisions of this Act apply to federations.

(3) A federation may not compel any of its member associations to use any service offered by it. S.N.W.T. 2015,c.21,s.39.

(1) A member association is entitled to participate in a meeting of a federation, and shall have voting representatives in a number determined in accordance with the bylaws of the federation.

(2) Unless the bylaws of a member association provide otherwise, voting representatives of that member association

(3) Subject to subsection (4), a voting representative must vote in person.

(4) Unless the bylaws provide otherwise, a voting representative may participate in a meeting of a federation by means of telephone or another communication facility that permit all persons participating in the meeting to hear each other, and a person so participating in the meeting is deemed to be present in person. S.N.W.T. 2015,c.21,s.39.

(1) Two or more associations incorporated under this Act may, by agreement authorized by a special resolution of each association, amalgamate as one association.

(2) An amalgamation agreement must include the memorandum of association and bylaws of the amalgamated association.

(3) Where two or more associations make special resolutions under subsection (1), the associations shall file with the Registrar, together with the prescribed fee,

(4) The amalgamation agreement must be accompanied by a statutory declaration of a director or officer of each of the amalgamating associations, that establishes to the satisfaction of the Registrar that there are reasonable grounds for believing that

(5) For the purposes of subsection (4), adequate notice is given if

S.N.W.T. 2015,c.21,s.39.

(1) On receipt of the documents and fee referred to in subsection 54(3), and if the Registrar is satisfied that each of the special resolutions and the amalgamation agreement comply with this Act, he or she shall register the resolutions and the amalgamation agreement, and issue a certificate of amalgamation.

(2) The special resolutions and amalgamation agreement have no force or effect until they are registered.

(3) On issuing a certificate of amalgamation, the Registrar shall

(4) From the date of registration stated on the certificate of amalgamation, the amalgamating associations are amalgamated and are continued as one association, under the name and having the authorized capital and objects specified in the amalgamation agreement.

(5) The amalgamated association possesses all the property, rights, privileges and franchises and is subject to all the liabilities, contracts and debts of each of the amalgamating associations. S.N.W.T. 1995, c.2,s.15; S.N.W.T. 2015,c.21,s.40(1).

(1) Every person or association is guilty of an offence who

(2) Every corporation or association that is guilty of an offence is liable on summary conviction to a fine not exceeding $1,000.

(3) An individual who is guilty of an offence is liable on summary conviction to a fine not exceeding $500 or to imprisonment for a term not exceeding two months or to both.

(4) Where a fine is imposed under subsection (3) a term of imprisonment not exceeding two months may be imposed in default of payment of the fine.

(5) An offence under this Act by an association is deemed to have been committed by

unless the officer or director is proved to have attempted to prevent the commission of the offence. S.N.W.T. 2015,c.21,s.41.

(1) A co-operative association incorporated, continued or dissolved under this Act before April 1, 1999 is deemed as of that date to be no longer incorporated, continued or dissolved under this Act, where its registered office, as specified in its memorandum of association, is located in Nunavut on March 31, 1999 or on the date of its dissolution, as the case may be.

(2) Notwithstanding subsection 22(1), a co-operative association incorporated before April 1, 1999 has the following powers as ancillary and incidental to the objects set out in its memorandum of association, unless those powers are expressly excluded by the memorandum of association:

S.N.W.T. 1998,c.33,Sch.B,s.1.