New Generation Co-operatives (Designated Extra-provincial Co-operatives) Regulations, N-4.001 Reg 2

1 NEW GENERATION CO‑OPERATIVES (DESIGNATED EXTRA‑PROVINCIAL CO‑OPERATIVES) N-4.001 REG 2 The New Generation Co‑operatives (Designated Extra‑provincial Co‑operatives) Regulations being Chapter N-4.001 Reg 2 (effective July 1, 2013) as amended by Saskatchewan Regulations 48/2020. NOTE: This consolidation is not official. Amendments have been incorporated for convenience of reference and the original statutes and regulations should be consulted for all purposes of interpretation and application of the law. In order to preserve the integrity of the original statutes and regulations, errors that may have appeared are reproduced in this consolidation. 2 NEW GENERATION CO‑OPERATIVES (DESIGNATED N-4.001 REG 2 EXTRA‑PROVINCIAL CO‑OPERATIVES) Table of Contents PART I 13 Changes in attorney Preliminary Matters 14 Service on designated extra-provincial co-operative 1 Title 15 Changes in name 2 Interpretation 16 Amalgamation of a designated extra-provincial PART II co-operative Designations 17 Continuance in Saskatchewan 3 Designations 18 Application to withdraw registration PART III 19 Striking name of designated extra-provincial Saskatchewan Co-operatives co-operative off the register 4 Registration in jurisdiction of designated 20 Collection of information extra-provincial registrar 21 Complete information required 5 Maintaining registration 22 Form of information 6 Applications, information and documents 23 Certificates 7 Provision of other information to designated 24 Fee exemption extra-provincial registrar 25 Non-application of provisions of Act and regulations PART IV 26 Search fees Designated Extra-provincial Co-operatives 27 Repealed 8 Registrations and filings of designated extra-provincial co-operatives 28 Transitional – deemed registration of certain extra-provincial co-operatives 9 Registration PART V 10 Registered office Coming into Force 11 Changes in registered office 29 Coming into force 12 Attorney for service 3 NEW GENERATION CO‑OPERATIVES (DESIGNATED EXTRA‑PROVINCIAL CO‑OPERATIVES) N-4.001 REG 2 CHAPTER N-4.001 REG 2 The New Generation Co-operatives Act PART I Preliminary Matters Title 1 These regulations may be cited as The New Generation Co-operatives (Designated Extra-provincial Co-operatives) Regulations. Interpretation 2 In these regulations: (a) “Act” means The New Generation Co-operatives Act; (b) “agreement” means an agreement pursuant to section 315.2 of the Act; (c) “designated extra-provincial co-operative” means an extra-provincial co-operative designated pursuant to subsection 3(3), (4) or (5); (d) “designated extra-provincial registrar” means an extra-provincial registrar designated pursuant to subsection 3(1), (2) or (2.1); (e) “home jurisdiction”, with respect to a designated extra-provincial co-operative, means the jurisdiction in which the designated extra-provincial co-operative is incorporated, continued or amalgamated; (f) “registered co-operative” means a co-operative that is registered in the jurisdiction of a designated extra-provincial registrar. 5 Jly 2013 cN-4.001 Reg 2 s2; 1 May 2020 SR 48/2020 s3. PART II Designations Designations 3(1) The registrar as defined in the Cooperative Association Act (British Columbia) is designated as an extra-provincial registrar to which these regulations apply. (2) The Director of Cooperatives appointed pursuant to the Cooperatives Act (Alberta) is designated as an extra-provincial registrar to which these regulations apply. (2.1) The Registrar as defined in The Cooperatives Act (Manitoba) is designated as an extra-provincial registrar to which these regulations apply. (3) Extra-provincial co-operatives that are associations as defined in the Cooperative Association Act (British Columbia) are designated as extra-provincial co-operatives to which these regulations apply. 4 NEW GENERATION CO‑OPERATIVES (DESIGNATED N-4.001 REG 2 EXTRA‑PROVINCIAL CO‑OPERATIVES) (4) Extra-provincial co-operatives that are cooperatives as defined in the Cooperatives Act (Alberta) are designated as extra-provincial co-operatives to which these regulations apply. (5) Extra-provincial co-operatives that are cooperatives as defined in The Cooperatives Act (Manitoba) are designated as extra-provincial co-operatives to which these regulations apply. 5 Jly 2013 cN-4.001 Reg 2 s3; 1 May 2020 SR 48/2020 s4. PART III Saskatchewan Co-operatives Registration in jurisdiction of designated extra-provincial registrar 4(1) A co-operative shall comply with this Part with respect to the co-operative’s application for registration in the jurisdiction of a designated extra-provincial registrar. (2) An application pursuant to subsection (1) must be accompanied by the information, documents and fees required pursuant to the legislation of the jurisdiction of the designated extra-provincial registrar. 5 Jly 2013 cN-4.001 Reg 2 s4. Maintaining registration 5(1) A registered co-operative shall comply with this Part with respect to extra-provincial matters in the jurisdiction of a designated extra-provincial registrar in which the registered co-operative is registered. (2) In meeting a requirement pursuant to subsection (1), a registered co-operative must provide the information, documents and fees required pursuant to the legislation of the jurisdiction of the designated extra-provincial registrar. 5 Jly 2013 cN-4.001 Reg 2 s5. Applications, information and documents 6(1) An application and any information and documents submitted by a co-operative pursuant to section 4 or by a registered co-operative pursuant to section 5, as the case may be, must be in the form, including an electronic format, if any, established by the registrar. (2) If the registrar has not established an electronic format mentioned in subsection (1), an application, information and documents mentioned in subsection (1) must comply with The New Generation Co-operatives Regulations. (3) If the registrar considers that an application, information or a document submitted pursuant to these regulations contains extraneous information, the registrar may reject the application, information or document. 5 NEW GENERATION CO‑OPERATIVES (DESIGNATED EXTRA‑PROVINCIAL CO‑OPERATIVES) N-4.001 REG 2 (4) On receipt of an application, information or documents pursuant to subsection 4(1) or section 5, the registrar shall promptly compile any information and documents from the registrar’s records that the applicable agreement requires the registrar to provide to the designated extra-provincial registrar. (5) In accordance with the applicable agreement, the registrar shall transmit to the designated extra-provincial registrar: (a) the information, documents and fees submitted to the registrar pursuant to these regulations; and (b) the information and documents compiled pursuant to subsection (4). 5 Jly 2013 cN-4.001 Reg 2 s6; 1 May 2020 SR 48/2020 s5. Provision of other information to designated extra-provincial registrar 7(1) If a registered co-operative submits information or a document to the registrar pursuant to the Act, the registrar shall, if required by the applicable agreement: (a) transmit the information or document to the designated extra-provincial registrar; and (b) take any other action respecting the information or document that is specified in the applicable agreement. (2) If the registrar takes action with respect to a registered co-operative pursuant to the Act, the registrar shall, if required by the applicable agreement: (a) transmit to the designated extra-provincial registrar information respecting the action taken; and (b) take any other action respecting the information that is specified in the applicable agreement. (3) The registrar may act pursuant to subsection (1) or (2) whether or not the registered co-operative has submitted information or documents pursuant to section 5. 5 Jly 2013 cN-4.001 Reg 2 s7. PART IV Designated Extra-provincial Co-operatives Registrations and filings of designated extra-provincial co-operatives 8 A designated extra-provincial co-operative shall not apply for registration or submit information or documents for filing pursuant to Part XXI of the Act except in accordance with this Part. 5 Jly 2013 cN-4.001 Reg 2 s8. 6 NEW GENERATION CO‑OPERATIVES (DESIGNATED N-4.001 REG 2 EXTRA‑PROVINCIAL CO‑OPERATIVES) Registration 9(1) A designated extra-provincial co-operative may apply to the registrar to be registered pursuant to Part XXI of the Act. (2) For the purposes of this Part, if a designated extra-provincial co-operative is required to submit an application and any information, documents or fees to a designated extra-provincial registrar in the course of applying for registration to or maintaining a registration with the registrar in accordance with Part XXI of the Act and these regulations, any reference to a designated extra-provincial registrar is a reference to the registrar of that designated extra-provincial co-operative’s home jurisdiction. (3) An application mentioned in subsection (1) must: (a) be submitted to the designated extra-provincial registrar; and (b) be accompanied by the following information and documents: (i) the name reservation number issued by the registrar not more than 90 days before the date on which the name was reserved; (ii) the principal business in which the co-operative is engaged; (iii) confirmation that the business of the co-operative is restricted to the production, processing or marketing of agricultural products, the provision of services to persons primarily engaged in one of those endeavours, or both; (iv) the address of the registered office of the designated extra-provincial co-operative; (v) the appointment of the designated extra-provincial co-operative’s attorney, including the attorney’s name and street address or legal land description, including Rural Municipality name and number. (4) Subject to sections 14, 15 and 314 of the Act, if the registrar is satisfied that all of the information and documents necessary for a designated extra-provincial co-operative to register pursuant to Part XXI of the Act have been received in the manner specified in the applicable agreement, the registrar shall: (a) file the information and documents; and (b) register the designated extra-provincial co-operative and issue a certificate of registration for the designated extra-provincial co-operative. (5) Notice of the registration mentioned in clause (4)(b) is to be published in the Gazette. 5 Jly 2013 cN-4.001 Reg 2 s9. Registered office 10(1) A designated extra-provincial co-operative may specify the registered office in its home jurisdiction as the address of its registered office for the purpose of the register of co-operatives maintained by the registrar. 7 NEW GENERATION CO‑OPERATIVES (DESIGNATED EXTRA‑PROVINCIAL CO‑OPERATIVES) N-4.001 REG 2 (2) If a designated extra-provincial co-operative that has specified the address of the registered office in its home jurisdiction as the address of the registered office in Saskatchewan ceases to have a registered office in its home jurisdiction, the address of the former registered office continues to be the address of the registered office in the records of the registrar until the registered office is changed in accordance with section 11. 5 Jly 2013 cN-4.001 Reg 2 s10. Changes in registered office 11(1) If a designated extra-provincial co-operative changes its registered office, it shall give notice of the change in registered office to the registrar by submitting the address of its new registered office to the designated extra-provincial registrar in accordance with that extra-provincial registrar’s requirements. (2) If the registrar is satisfied that all of the information and documents necessary for a designated extra-provincial co-operative to change its registered office have been received in accordance with the applicable agreement, the registrar shall file the information and documents. 5 Jly 2013 cN-4.001 Reg 2 s11. Attorney for service 12 For the purposes of being registered pursuant to section 9, every designated extra-provincial co-operative shall: (a) appoint an individual residing in Saskatchewan as its attorney for the purpose of receiving service of process in all actions and proceedings by or against the designated extra-provincial co-operative within Saskatchewan and for the purpose of receiving all lawful notices; and (b) declare that service of process with respect to any actions and proceedings and service of any notices on the attorney is legal and binding. 5 Jly 2013 cN-4.001 Reg 2 s12. Changes in attorney 13(1) A designated extra-provincial co-operative may appoint another attorney within Saskatchewan to replace the attorney formerly appointed. (2) If a designated extra-provincial co-operative replaces its attorney, it shall give notice of the change to the registrar by submitting the new attorney’s name and street address or legal land description, including Rural Municipality name and number, to the designated extra-provincial registrar in accordance with that extra-provincial registrar’s requirements. (3) If the attorney of a designated extra-provincial co-operative ceases to reside in Saskatchewan, dies or resigns, or if the attorney’s appointment is revoked, the designated extra-provincial co-operative shall give notice of the change to the registrar by submitting the information, along with information mentioned in subsection (2) on the appointment of a new attorney, to the designated extra-provincial registrar in accordance with that extra-provincial registrar’s requirements. 8 NEW GENERATION CO‑OPERATIVES (DESIGNATED N-4.001 REG 2 EXTRA‑PROVINCIAL CO‑OPERATIVES) (4) If the registrar is satisfied that all of the information and documents necessary for a designated extra-provincial co-operative to change its attorney pursuant to subsection (2) or (3) have been received in accordance with the applicable agreement, the registrar shall file the information and documents. (5) A resignation of an attorney is effective at the later of: (a) the time a written resignation is sent to the designated extra-provincial co-operative; and (b) the time specified in the written resignation. (6) The attorney shall give notice of the resignation by providing the information to the designated extra-provincial registrar in accordance with that extra-provincial registrar’s requirements. 5 Jly 2013 cN-4.001 Reg 2 s13. Service on designated extra-provincial co-operative 14 A notice or document may be served on a designated extra-provincial co-operative: (a) by leaving it at or mailing it by registered mail or certified mail addressed to the registered office of the designated extra-provincial co-operative; (b) by personally serving any director, officer, receiver-manager or liquidator of the designated extra-provincial co-operative; or (c) by leaving it at the office of or mailing it by registered mail or certified mail addressed to any attorney of the designated extra-provincial co-operative appointed pursuant to section 12 or 13. 5 Jly 2013 cN-4.001 Reg 2 s14. Changes in name 15(1) If a designated extra-provincial co-operative changes its name, it shall give notice to the registrar by submitting the change of name to the designated extra-provincial registrar in accordance with that extra-provincial registrar’s requirements. (2) A notice mentioned in subsection (1) must include the name reservation number issued by the registrar not more than 90 days before the date on which the name was reserved. (3) Subject to sections 14, 15, and 314 of the Act, if the registrar is satisfied that all of the information and documents necessary for a designated extra-provincial co-operative to change its name have been received in accordance with the applicable agreement, the registrar shall file the information and documents and issue a certificate of amendment. (4) Notice of the amendment is to be published in the Gazette. 5 Jly 2013 cN-4.001 Reg 2 s15. 9 NEW GENERATION CO‑OPERATIVES (DESIGNATED EXTRA‑PROVINCIAL CO‑OPERATIVES) N-4.001 REG 2 Amalgamation of a designated extra-provincial co-operative 16(1) If a designated extra-provincial co-operative amalgamates in its home jurisdiction, it shall give notice of the amalgamation to the registrar by submitting the amalgamation information to the designated extra-provincial registrar in accordance with that extra-provincial registrar’s requirements. (2) If the registrar is satisfied that all of the information and documents necessary for the designated extra-provincial co-operative to amalgamate in its home jurisdiction have been received in accordance with the applicable agreement, the registrar shall file the information and documents and shall issue a certificate of amendment. (3) Notice of the amendment is to be published in the Gazette. 5 Jly 2013 cN-4.001 Reg 2 s16. Continuance in Saskatchewan 17 In the case of a designated extra-provincial co-operative that is being continued in Saskatchewan pursuant to section 255 of the Act, the registrar shall send notice of the continuance to the designated extra-provincial registrar in the jurisdiction in which continuance pursuant to the Act was authorized. 5 Jly 2013 cN-4.001 Reg 2 s17. Application to withdraw registration 18(1) A designated extra-provincial co-operative that is registered pursuant to the Act may apply to withdraw its registration. (2) An application mentioned in subsection (1) must be submitted to the designated extra-provincial registrar in accordance with that extra-provincial registrar’s requirements. 5 Jly 2013 cN-4.001 Reg 2 s18. Striking name of designated extra-provincial co-operative off the register 19(1) The registrar may strike the name of a designated extra-provincial co-operative off the register if: (a) subject to subsection (2), the registrar does not receive any notice or document required by the Act or the regulations to be sent to the registrar; (b) the designated extra-provincial co-operative does not have an attorney; (c) the designated extra-provincial co-operative has applied to withdraw its registration; (d) the designated extra-provincial co-operative is not entitled to carry on business pursuant to the Act of incorporation of the jurisdiction in which it was incorporated, continued or amalgamated; (e) the designated extra-provincial co-operative is issued a certificate of discontinuance pursuant to section 256 of the Act; (f) the designated extra-provincial co-operative is dissolved; (g) the designated extra-provincial co-operative is amalgamated with one or more other designated extra-provincial co-operatives; 10 NEW GENERATION CO‑OPERATIVES (DESIGNATED N-4.001 REG 2 EXTRA‑PROVINCIAL CO‑OPERATIVES) (h) the designated extra-provincial co-operative is bankrupt within the meaning of the Bankruptcy and Insolvency Act (Canada); or (i) subject to subsection (2), the designated extra-provincial co-operative is not complying with all of the provisions of the Act. (2) If the registrar is of the opinion that a designated extra-provincial co- operative is in contravention of clause (1)(a) or (i), the registrar shall send to the designated extra-provincial co-operative a written notice advising the designated extra-provincial co-operative of the default and stating that, unless the default is remedied within 30 days after the date of the written notice, the name of the designated extra-provincial co-operative will be struck off the register. (3) The notice mentioned in subsection (2) must be sent by registered mail to the registered office of the designated extra-provincial co-operative within or outside of Saskatchewan or to the attorney appointed pursuant to section 12 or 13. (4) If the default is not remedied within 30 days after the date of the notice, the registrar may strike the name of the designated extra-provincial co-operative off the register and, if the name of the designated extra-provincial co-operative is struck off the register, notice of the strike off is to be published in the Gazette. (5) If the name of a designated extra-provincial co-operative is struck off the register pursuant to these regulations, the designated extra-provincial co-operative may apply to restore the name of the designated extra-provincial co-operative to the register by submitting its application to the designated extra-provincial registrar in accordance with that extra-provincial registrar’s requirements. (6) If the registrar is satisfied that all of the information and documents necessary to restore the name of the designated extra-provincial co-operative have been received in accordance with the applicable agreement, the registrar shall file the information and documents and restore the name of the designated extra-provincial co-operative to the register. 5 Jly 2013 cN-4.001 Reg 2 s19. Collection of information 20(1) The registrar may collect from a designated extra-provincial registrar any information or documents specified in the applicable agreement that are submitted to or held by the designated extra-provincial registrar, including information and documents respecting the following: (a) the application for registration of a designated extra-provincial co-operative; (b) a change in the name of a designated extra-provincial co-operative; (c) a change in the registered office of a designated extra-provincial co-operative; (d) a change in the attorney of a designated extra-provincial co-operative; 11 NEW GENERATION CO‑OPERATIVES (DESIGNATED EXTRA‑PROVINCIAL CO‑OPERATIVES) N-4.001 REG 2 (e) a notice of amalgamation given by a designated extra-provincial co-operative; (f) the application of a designated extra-provincial co-operative to withdraw its registration; (g) the dissolution of a designated extra-provincial co-operative; (h) a designated extra-provincial co-operative’s continuance out of its home jurisdiction; (i) a correction of information or documents relating to a designated extra-provincial co-operative. (2) The registrar may file any information or documents collected pursuant to subsection (1). 5 Jly 2013 cN-4.001 Reg 2 s20. Complete information required 21 The registrar may decline to file any information or document or to issue any document with respect to any matter relating to a designated extra-provincial co-operative, including the registration of the designated extra-provincial co-operative, until the registrar has received from the designated extra-provincial registrar, in the manner specified in the applicable agreement, the information and documents relating to the matter that: (a) are required to be submitted to the designated extra-provincial registrar by the designated extra-provincial co-operative; and (b) the registrar requires. 5 Jly 2013 cN-4.001 Reg 2 s21. Form of information 22(1) An application and any notice, information or document required to be submitted to a designated extra-provincial registrar pursuant to these regulations must be in the form or electronic format, if any, established by the designated extra-provincial registrar. (2) An application, notice, information or document required to be submitted by a designated extra-provincial registrar to the registrar pursuant to these regulations must be in the form or electronic format, if any, established by the registrar. 5 Jly 2013 cN-4.001 Reg 2 s22. Certificates 23 The registrar shall send any certificate issued with respect to a designated extra-provincial co-operative pursuant to this Part to: (a) the attorney of the designated extra-provincial co-operative; or (b) if there is no attorney, the registered office of the designated extra-provincial co-operative. 5 Jly 2013 cN-4.001 Reg 2 s23. 12 NEW GENERATION CO‑OPERATIVES (DESIGNATED N-4.001 REG 2 EXTRA‑PROVINCIAL CO‑OPERATIVES) Fee exemption 24 A designated extra-provincial co-operative is exempt from the requirement to pay a fee with respect to its application for registration or the filing of information and documents related to its registration pursuant to Part XXI of the Act. 5 Jly 2013 cN-4.001 Reg 2 s24. Non-application of provisions of Act and regulations 25(1) Section 242, subsection 255(6), sections 306 to 308, 310 to 313 and 315, subsection 339(4) and section 346 of the Act do not apply with respect to a designated extra-provincial co-operative. (2) Sections 3.4, 3.41, 3.5 and 3.51 of The New Generation Co-operatives Regulations do not apply with respect to a designated extra-provincial co-operative. 5 Jly 2013 cN-4.001 Reg 2 s25; 1 May 2020 SR 48/2020 s6. Search fees 26 The registrar may collect a fee for a name search reservation required by the designated extra-provincial registrar mentioned in subsection 3(1), (2) or (2.1) and remit the fee as required by that designated extra-provincial registrar. 1 May 2020 SR 48/2020 s7. 27 Repealed. 1 May 2020 SR 48/2020 s7. Transitional – deemed registration of certain extra-provincial co-operatives 28(1) On the coming into force of these regulations, all extra-provincial co-operatives mentioned in subsections 3(3) and (4) are deemed to be designated extra-provincial co-operatives. (1.1) On the coming into force of this subsection, all extra-provincial co-operatives mentioned in subsection 3(5) are deemed to be designated extra-provincial co-operatives. (2) For the purpose of facilitating the transition of an existing extra-provincial co-operative to a designated extra-provincial co-operative pursuant to subsection (1) or (1.1), the registrar may correct any error or omission found in the records of the registrar or brought to the registrar’s attention by a designated extra-provincial registrar in accordance with the applicable agreement. 5 Jly 2013 cN-4.001 Reg 2 s28; 1 May 2020 SR 48/2020 s8. PART V Coming into Force Coming into force 29(1) Subject to subsection (2), these regulations come into force on July 1, 2013. (2) If these regulations are filed with the Registrar of Regulations after July 1, 2013, these regulations come into force on the day on which they are filed with the Registrar of Regulations. 5 Jly 2013 cN-4.001 Reg 2 s29. REGINA, SASKATCHEWAN Printed by the authority of THE QUEEN’S PRINTER Copyright©2020