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| This archived statute consolidation is current to November 5, 2001 and includes changes enacted and in force by that date. For the most current information, click here. |
[Updated to May 14, 2001]
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Contents |
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Section |
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Application of the Cooperative Association Act, R.S.B.C. 1996, c. 71 |
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Requirements before beginning business and effect of default | |
1 In this Act:
"company" means a company incorporated under this Act and includes a company to which section 19 applies;
"director" includes a trustee, an officer and a person occupying either of those positions, by whatever name;
"document" includes a notice, an order, a summons and any other legal process or register;
"extraordinary resolution" means a resolution passed by a majority of at least 3/4 of the members entitled to vote, present in person or by proxy, if proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been given;
"member" means a member of a company;
"memorandum" means the memorandum of association of a company, and all amendments;
"officer" includes a treasurer, a secretary, a director and a manager;
"pole kilometre" means a linear kilometre in a telephone system necessarily occupied by telephone poles strung with one or more wires for the use of the telephone system;
"registrar" means the Registrar of Companies or another authorized person performing the duties of the registrar;
"rules" means the current rules or regulations of a company, but does not include any bylaw made under section 17;
"telephone system" means a system of telephone lines used for the transmission of communications by telephone, and includes all stations, toll offices, exchanges, plant, equipment, wires, cables and works used or connected with it.
2 Any 5 or more persons may form an incorporated company under this Act for constructing, maintaining and operating a telephone system in any locality not within a municipality.
3 (1) The persons wanting to form a company must
(a) subscribe in duplicate a memorandum of association according to the form in Schedule A, and
(b) send the memorandum of association to the registrar, with a notice stating the address of the registered office and a list of the persons appointed to act as the first directors of the company.
(2) The registrar must issue a certificate in duplicate, under the registrar's seal of office, showing that the company is incorporated under this Act and stating the place where its registered office will be located.
(3) The registrar must
(a) retain one duplicate of the memorandum,
(b) register it in the register kept by the registrar under the Cooperative Association Act, and
(c) return the other duplicate to the applicants certified as having been registered.
4 A certificate of incorporation given by the registrar in respect of a company is conclusive evidence that the company is incorporated under this Act, and from that date the subscribers to the memorandum of association, and other persons that become members of the company, are a corporation by that name with the powers and subject to the provisions contained in this Act.
5 (1) The capital of a company must be divided into shares of $5 each.
(2) A subscriber of the memorandum prescribed by section 3 or a member must not take or hold less than 5 shares or more than 100 shares.
(3) On application of the company, the minister may
(a) set the initial capital of the company, and
(b) authorize an increase of its capital for enlarging or improving the company's telephone system.
(4) The minister must
(a) sign and issue a certificate sealed with the minister's seal of office showing the amount set or authorized by the minister, and
(b) forward a copy of the certificate referred to in paragraph (a) to the registrar for filing in the office of the registrar.
6 The liability of a member is limited to the amount unpaid on the shares taken or held by the member.
7 (1) Despite the repeal of the provisions of the Cooperative Association Act, R.S.B.C. 1996, c. 71, that are specified in Schedule B of this Act, those provisions continue to apply, as though they had not been repealed, to every company as defined in this Act, to the extent that those provisions are not inconsistent with this Act, and to the extent and subject to the modifications specified in Column 3 of Schedule B.
(2) Despite the repeal of the Company Act, R.S.B.C. 1996, c. 62, if a provision specified in Schedule B of this Act adopts by reference any provisions of the Company Act, R.S.B.C. 1996, c. 62, those provisions of that Act continue to apply, as though the Company Act, R.S.B.C. 1996, c. 62, had not been repealed, to every company as defined in this Act.
8 (1) A company is not entitled to begin business unless all of the following requirements are met:
(a) within 30 days, or such a time, not longer than 3 months, as the minister may allow, from the date of its incorporation the company files with the minister the duplicate certificate issued by the registrar, and proper plans, specifications and estimates of its proposed telephone system, with the tariff of rates, tolls and rentals that it proposes to charge, and notifies the registrar of the filing;
(b) the company's proposed telephone system has been approved by the minister, with due regard to existing telephone facilities in the locality in which the company proposes to operate;
(c) the company has received in cash from its members at least $12.42 for each pole kilometre of its telephone system, as approved by the minister.
(2) If a company fails to comply with the requirements of subsection (1) (a), the registrar must cancel the incorporation of the company.
(3) On cancellation of the company's incorporation under subsection (2)
(a) its certificates become void and of no effect,
(b) the company is dissolved, and
(c) its property, if any, must be distributed among the parties entitled to it as determined by the minister, on the application of any member or creditor of the company.
9 (1) A company must not change the position of its telephone poles or lines or extend its lines without first obtaining the written consent of the minister.
(2) For the purposes of the Highway Act, the minister may require a company to change the position of its telephone poles or lines, and the cost of the change must be borne by the company, unless the minister orders otherwise.
10 A company must not break up or open
(a) any public highway, road or street, not being in a municipality, or any arterial highway within the meaning of the Highway Act, without in either case first obtaining the written consent of the minister, or
(b) any public highway, road or street in a municipality without first obtaining the approval of the municipality.
11 (1) For constructing, maintaining and operating its telephone system, a company may enter on, take, use or acquire land or property of any person.
(2) If land is expropriated, the Expropriation Act applies.
(3) If personal property is expropriated, section 16 (3) to (9) of the Hydro and Power Authority Act applies.
12 With the consent of the Minister of Forests, a company may take free of charge from any vacant Crown land all standing timber necessary for the construction of its telephone system.
13 (1) Subject to section 10, a company
(a) may construct, maintain and operate its telephone system on, along, across, above or under any public highway, road, street, bridge or other place, and
(b) for the purposes of paragraph (a), may break up and open the highway, road or street.
(2) Despite subsection (1) a company must not interfere with the public right to travel on or use a highway, road, street or bridge.
14 If a company passes an extraordinary resolution for the extension of its telephone system within the limits of a municipality adjacent to the locality in which the company operates, the minister may authorize the company to extend its telephone system, subject to terms the minister thinks advisable on application by the company and after hearing any municipality affected and any other interested party.
15 (1) With the written approval of the minister, a company may enter into an agreement or arrangement with any person who owns or operates a telephone system to connect the company's telephone system with that person's telephone system.
(2) If a person who owns or operates a telephone system refuses to enter into an agreement or arrangement under subsection (1), the minister may order the person to provide the necessary connection or facilities on terms the minister considers fair and reasonable.
(3) A person who refuses or fails to carry out an order made by the minister commits an offence.
(4) A person who commits an offence under subsection (3) is liable on conviction to a penalty of not more than $20 for each day during which the refusal or failure continues.
16 A company may supply telephone service to any person, in addition to members of the company, and, subject to section 17, may charge rates, rentals or tolls for it.
17 (1) The directors of a company may make bylaws for the operation and management of its telephone system.
(2) A bylaw setting a tariff, rate, rental or toll does not have any effect until it has been approved by the minister in writing.
(3) A bylaw must be in the form and posted and published in the manner the minister prescribes.
(4) A copy of every bylaw must be filed with the minister.
18 If a person residing in or near the locality in which a company operates its telephone system applies to the company for telephone service, the company must supply the service, but the company is not required to spend more than $50 to establish the service.
19 A subsisting company that was incorporated under the Rural Telephone Act, 1912 is deemed a company incorporated under this Act, subject to the following provisions:
(a) its rules, so far as they are not contrary to any express provision of this Act, continue in force until altered or rescinded;
(b) the denomination of its shares may by extraordinary resolution be altered from $25 each to $5 each;
(c) section 5 (3) does not apply unless a company increases its capital;
(d) section 8 does not apply.
20 The minister may make regulations referred to in section 41 of the Interpretation Act.
Telephone (Rural) Act
Memorandum of Association of the ..................................
Rural Telephone Company
| 1 | The name of the company is "........................................... Rural Telephone Company". |
| 2 | The registered office of the company will be located at ..........................................., in British Columbia. |
| 3 | The object for which the company is incorporated is to construct, maintain and operate a telephone system in British Columbia [from ................................... to ................................... ] [or within the locality described as follows:] |
| 4 | The liability of the members is limited. |
We, the persons whose names, addresses and occupations are subscribed, want to be formed into an incorporated company under this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our names.
Dated this ........................................... [month, day, year].
| Name, Address and Occupation of Subscribers .................................................................... .................................................................... .................................................................... |
Number of Shares Taken ................................... ................................... ................................... |
Witness to these signatures:
Name .........................................
Address ......................................
Occupation .................................
Provisions of the Cooperative Association Act
| 1 Section |
2 Subject Matter |
3 Extent of Application |
| 12 | Power and capacity.......................................... | The whole section. |
| 13 | Extraordinary resolution required...................... | The whole section. |
| 15 | Redemption and reissue of shares..................... | The whole section. |
| 16 | Distribution of surpluses.................................... | The whole section. |
| 23 | Contracts......................................................... | The whole section. |
| 25 | Membership..................................................... | The whole section. |
| 26 | Termination of membership............................... | Subsection (1) (a) as to transfer of shares. |
| 27 | Member may hold any number of shares........... | Subsections (2) to (8). |
| 29 | One vote per member....................................... | Subsections (1) to (4), except that every member has one vote for each share the member holds. |
| 31 | Directors.......................................................... | The whole section. |
| 33 | Meetings.......................................................... | The whole section. |
| 36 | Registered office............................................... | The whole section. |
| 37 | Publication of name.......................................... | The whole section. |
| 38 | Register of members......................................... | The whole section. |
| 39 | Register of directors......................................... | The whole section. |
| 40 | Annual report................................................... | The whole section. |
| 41 | Auditors and report.......................................... | The whole section. |
| 42 | Minutes............................................................ | The whole section. |
| 43 | Account at registered office.............................. | The whole section. |
| 44 | Extraordinary resolutions to be filed.................. | The whole section. |
| 45 | Authentication of returns................................... | The whole section. |
| 46 | Inspection of books.......................................... | The whole section. |
| 48 | Copies of memorandum and rules..................... | The whole section. |
| 63 | Dissolution and winding up................................ | The whole section. |
| 64 | Surrender of certificate..................................... | The whole section. |
| 65 | Removal of association from register................. | The whole section. |
| 66 | Amalgamation................................................... | The whole section. |
| 71 | Inspection of documents at registrar's office...... | The whole section. |
| 72 | Service of documents........................................ | The whole section. |
| Sch. B | Rules ............................................................... | The rules except that in Schedule B, Rule 3 does not apply; Rule 5 as to redemption of shares does not apply; the last lines of Rule 44 do not apply, and Rule 61 as to bonuses does not apply. |
Copyright (c) 2001: Queen’s Printer, Victoria, British Columbia, Canada