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 By-law and/or Other Changes 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.

Public record

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

  1. Pass a special resolution.
  2. Complete the form.
  3. Within 15 days of passing the special resolution, send your completed form by mail. Or drop it off at Registry of Joint Stock Companies or Access Nova Scotia.
  4. The change takes effect once the Inspector of Co-operatives approves the special resolution and files the form.

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.

Cost

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

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