Co-operative Associations Regulations
Regulation- Registration
- R-092-2018
- Source
- Unofficial consolidation PDF (justice.gov.nt.ca)
- Under
- Co-operative Associations Act
This is an unofficial reading copy parsed from the Department of Justice consolidation PDF above — itself an office consolidation, not an official statement of the law. The authoritative text is in the Revised Statutes of the Northwest Territories, 1988 and the annual Statutes volumes.
The Commissioner in Executive Council, under section 57 of the Co-operative Associations Act and every enabling power, makes the Co-operative Associations Regulations.
Interpretation R-003-2023,s.2.
In these regulations, "business entity" includes
(a) a sole proprietorship;
(b) a corporation;
(c) a partnership;
(d) a trust;
(e) an association;
(f) a syndicate; and
(g) an organization or other organized group of persons whether incorporated or not. (entité commerciale).
Rate of Interest
(1) In this section, "prime rate" means the prime rate as determined and published by the Bank of Canada as of the first day of the month in which a rate of interest is set or a dividend is declared.
(2) For the purpose of paragraph 2.1(2)(e) of the Act, the maximum annual percentage is the prime rate plus 4%.
(3) If an association entered, before the day this section comes into force, into a contractual agreement to pay a specified rate of interest or dividend, that specified rate of interest or dividend is deemed to be the prescribed rate.
Name of Association
The name of an association must be set out in block capital letters in any document filed or issued under the Act or these regulations.
The name of an association must include "Co-operative" or "coopérative" as part of its name and the word "Limited" or "limitée" or the abbreviation "Ltd." or "Ltée" as the last item in its name.
The name of an association must not exceed 120 characters in length, including punctuation marks and spaces.
(1) The name of an association must contain only the following:
(a) the letters or characters of the English or French language, including accents;
(b) Arabic numerals;
(c) the following punctuation, characters or other marks:
! @ ” “ « » ~ ° # $ % & * ‘ / ( ) + \ , . - : ; > < = [ ] { } ? ^ Á Â Ã Ä Ê Ç Ë † ‰ ¤ Œ ¢ Í Ì Î Ñ Ï Ó Ò Ô Õ Ö Ú Û Ø Ü Å Æ.
(2) If the Registrar is satisfied that it is not contrary to the public interest, the Registrar may permit the use of punctuation, characters or marks other than those listed in paragraph (1)(c).
(3) The first character of the name of an association must be an Arabic numeral or a letter or character of the English or French language.
(4) The name of an association must not consist primarily of a combination of punctuation or other marks.
(1) If the name of an association is set out in English and French, one language form shall be a direct translation of the other language form.
(2) Notwithstanding subsection (1), minor changes may be made to ensure that each form is idiomatically correct.
(3) If the name of an association is set out in a combined English and French form, the "/" mark shall separate the two forms of the name.
In determining whether the name of an association contravenes the Act or these regulations, the Registrar may, without limitation, consider the following:
(a) the distinctiveness of the name or any element of it and the extent to which the name has become known;
(b) the length of time the name has been in use;
(c) the nature of the business carried on under or associated with the name, including the likelihood of any competition among businesses using such a name;
(d) the nature of the trade with which a name is associated, including the nature of the goods or services and the means by which they are offered or distributed;
(e) the degree of similarity between the name and another name in appearance or sound;
(f) the geographic area in the Northwest Territories in which the name is likely to be used.
(1) The name of an association must not indicate or suggest that the association does or will carry on any activity prohibited by law.
(2) The name of an association must not contain a word or expression in any language that
(a) is obscene;
(b) connotes a business that is scandalous, obscene or immoral; or
(c) is, in the opinion of the Registrar, otherwise contrary to the public interest.
(1) The name of an association must not
(a) contain only words that are so general that the name would, if used,
(i) not meaningfully identify the association,
(ii) not meaningfully distinguish the association from other business entities, or
(iii) prevent other business entities from using a common term;
(b) be only descriptive, in any language, of the quality, function or other characteristics of the goods or services in which the association deals or intends to deal;
(c) be primarily the name or surname of an individual who is living or has died within 30 years preceding the application for incorporation; or
(d) consist primarily of a geographic name.
(2) The Registrar may allow the use of a name that would otherwise contravene subsection (1) if the name has through use acquired a meaning that renders the name distinctive. R-003-2023,s.3.
The name of an association must not contain a year in parenthesis unless the association is a successor association and the year is the year in which it became a successor.
The name of an association must not contain a word or expression, an element of which is the surname of an individual, whether or not the word or expression is preceded by the individual’s given name or initials, unless
(a) the individual is or will be a member of the association; or
(b) the association is the successor or affiliate of a business entity using the surname and the business entity consents in writing to the use of the name by the association.
An association may not, without the written consent of the applicable body, government or organization, use a name which indicates or suggests that the association
(a) carries on business under royal, vice-regal or governmental patronage, approval or authority;
(b) is sponsored or controlled by or is affiliated with
(i) the Government of Canada,
(ii) the government of a province or territory, or
(iii) the government of a country other than Canada, or a political subdivision or agency thereof;
(c) is sponsored or controlled by a university, college or technical institute that is regulated by provincial, territorial or federal legislation; or
(d) carries on the business of a bank.
The name of an association must not include any of the following terms:
(a) "condominium corporation" or any abbreviation or derivation of those words;
(b) "credit union", "caisse de crédit" or any abbreviation or derivation of those words;
(c) "housing authority" or any abbreviation or derivation of those words.
(1) For the purposes of this section, corporations and business entities are "associated or affiliated" if
(a) their owners or principal shareholders or members are the same; or
(b) one of them is acquiring all or substantially all of the business or operations of the other, and the one divesting itself of its business or operations undertakes to dissolve or otherwise cease operations within six months.
(2) For the purposes of this section and subsection 6(1) of the Act, a name is similar and likely to confuse or mislead if it is
(a) a name that would reasonably lead to the inference that the association proposing the name is associated or affiliated with the other business entity or holder of the registered trademark; or
(b) a name that would reasonably lead someone who has an interest in dealing with the other business entity or holder of the registered trademark to deal with the association proposing the name, in the mistaken belief that he or she is dealing with the business entity or holder of the registered trademark.
(3) Except as provided in this section, the name of an association shall not be identical to
(a) the former name of an association or business entity;
(b) the name of a dissolved association or business entity;
(c) the name of an extra-territorial corporation, the registration of which has been cancelled for two years or less; or
(d) a name reserved under section 11 of the Business Corporations Act.
(4) Except as provided in this section, the name of an association shall not be similar to any of the following if the use of that name would be likely to confuse or mislead:
(a) the former name of an association or business entity;
(b) the name of a dissolved association or business entity;
(c) the name of an extra-territorial corporation, the registration of which has been cancelled for two years or less;
(d) a name reserved under section 11 of the Business Corporations Act or subsection 48(3) of the Partnership and Business Names Act.
(5) The name of an association may be identical to or similar to the former name of another association or business entity if
(a) the former name has been changed for more than two years;
(b) the former name was not at any time registered in the Northwest Territories; or
(c) the association proposing the name is associated or affiliated with the other association or business entity.
(6) The name of an association may be identical to or similar to the name of an association or business entity that has been dissolved
(a) for more than two years; or
(b) for two years or less, if the association proposing the name is or would have been associated or affiliated with the dissolved association.
(7) If two or more associations amalgamate, the name of the amalgamated association may be identical to or similar to the name of one of the associations.
(8) The name of an association may be similar to the name of another association or business entity if
(a) the association proposing the name is associated or affiliated with the other association or business entity; or
(b) the other association or business entity consents to the proposed name.
(9) The name of an association may be similar to a name reserved under subsection 6(2) of the Act, section 11 of the Business Corporations Act or subsection 48(3) of the Partnership and Business Names Act if
(a) the association proposing the name is the holder of the name reservation; or
(b) the holder of the name reservation consents to the proposed name.
(10) The name of an association may be similar to a registered trademark if
(a) the association is the holder of the registered trademark; or
(b) the holder of the registered trademark consents to the proposed name.
Bylaws
The following matters must be addressed in the bylaws of an association:
(a) with respect to membership,
(i) the requirements for the admission of members,
(ii) the rights or obligations of members, and
(iii) the manner of withdrawing from membership;
(b) with respect to meetings of members,
(i) the time and place specified for the holding of the annual general meeting,
(ii) the manner of holding special general meetings,
(iii) the quorum for meetings,
(iv) the voting rights of members,
(v) the manner of giving notice of meetings, and
(vi) the manner of giving notice of the intention to propose a resolution as a special resolution at a meeting;
(c) with respect to the directors and officers of the association,
(i) the day and manner of the election of directors,
(ii) the number and term of office of directors,
(iii) the appointment of officers, and their powers, duties and remuneration, and
(iv) the procedure and quorum at meetings of the board of directors;
(d) the appointment of auditors of the association;
(e) subject to subsections 30(3), (4) and (7) of the Act, the amounts, if any, to be set aside in a reserve for contingencies;
(f) the manner of allocating and distributing surplus funds of the association to its members.
TRANSITIONAL
(1) A reference to an extra-ordinary resolution, in the memorandum of association or bylaws of an association made before the coming into force of these regulations, is deemed to be a reference to a special resolution.
(2) A reference in the bylaws of an association, made before the coming into force of these regulations, to the time by which the notice of a meeting must be given or provided is deemed to be a reference to the applicable times set out in the Act.
COMMENCEMENT
These regulations come into force June 29, 2018.