Change co-operative by-laws and make other changes
Co-operatives can change their Articles of Incorporation and by-laws by filing a special resolution with Registry of Joint Stock Companies. They also need to file a special resolution to mortgage property, sell property or do something out of the ordinary like borrowing money that’s more than the borrowing limit in their by-laws.
Use the Special Resolution Form to make changes to Articles of Incorporation and by-laws or to make any other changes that are out of the ordinary.
You can also use this form to file a special resolution to mortgage property, sell property or do something out of the ordinary like borrowing money that’s more than the borrowing limit in your by-laws.
Passing a special resolution
These changes can only happen by special resolution. To pass a special resolution, you need to comply with the Co-operative Associations Act and your by-laws, including:
- ensuring the by-law or other change complies with the Co-operative Associations Act
- notifying members of the time and location of the meeting and the intention to vote on a proposed change
- having a quorum (minimum number of members necessary) at the time of the vote
- having at least two-thirds of members who are present (in person) at the meeting vote in favour of the change
- having the secretary fill out and sign the Special Resolution By-law and/or Other Changes Form
- filing the Special Resolution By-law and/or Other Changes Form with Registry of Joint Stock Companies within 15 days of passing the special resolution
The secretary who signs the form needs to be listed with Registry of Joint Stock Companies as an officer or director of the co-operative.
Information you file with Registry of Joint Stock Companies is available to the public.
Who can use this form
Co-operatives need to use this form if they want to change their Articles of Incorporation and by-laws, borrow money, sell property or do something out of the ordinary.
What you need to do
- Pass a special resolution.
- Complete the Special Resolution Form online.
- Check the form for details on all required supporting documents.
- Within 15 days of passing the special resolution, submit your completed form and supporting documents.
- If the Inspector of Co-operatives approves the special resolution, Registry of Joint Stock Companies updates the registry. The change takes effect once the registry is updated.
How long it takes
It should take 1 to 2 weeks for your change to take effect. It can take longer if more information is needed or if your form hasn’t been filled in correctly.
There is no cost to submit the form.
Before you start
Make sure you have:
- passed a special resolution to make the change
- total number of members in the co-operative
- total number of members in attendance for the special resolution vote, including the number of votes in favour and votes against
- details on the changes you’ll be making to your co-operative
- director or officer available to sign the Special Resolution Certificate
When you file online you need to create an account or sign in. You need to be an authorized filer for the business or non-profit. You also need to upload any supporting documents in PDF format, including Special Resolution Certificate.
You can use the Special Resolution Certificate By-law and/or Other Changes Form (PDF 328 kB) if you’re unable to file online. Send your completed form by mail. Or drop it off at Registry of Joint Stock Companies or Access Nova Scotia.