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First Session, Thirty-Seventh Legislature

This version is based on the printed bill that was distributed in the Legislature after First Reading.
It is not the official version.   If accuracy is critical, you can obtain a copy of the printed bill from Statutory Publications.

Bill 10

THE COOPERATIVES AMENDMENT ACT


Explanatory Note

(Assented to                                         )

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

C.C.S.M. c. C223 amended

1           The Cooperatives Act is amended by this Act.

2           Section 1 is amended by repealing the definitions "auditor" and "firm of accountants".

3           Section 53 of the English version is amended by striking out "each of its member" and substituting "each of its members".

4           Subsection 58(1) is amended by striking out "prescribed" and substituting "specified".

5           Section 59 is amended by striking out "prescribed" and substituting "specified".

6           Subsection 90(1) is repealed and the following is substituted:

Cease trading order

90(1)       The Registrar may order that trading cease in a cooperative's shares or other securities if

(a) an offering statement in respect of them is required to be sent to the Registrar under subsection 89(1); and

(b) the Registrar thinks that any of the circumstances described in clauses 89(5)(a) to (e) exist in respect of them or their issue or sale.

Notice of cease trading order

90(1.1)     Without delay after making a cease trading order, the Registrar shall give notice of it to

(a) the cooperative; and

(b) any agent of the cooperative of whom the Registrar has been notified and who is acting in connection with the issue or sale of the shares or securities.

7           Clause 182(1)(e) is amended by striking out "individual or firm of accountants as".

8           Subsection 194(1) is amended

(a) in the part before clause (a), by striking out "(8)" and substituting "(6)";

(b) in clause (a) of the English version, by striking out "filing" and substituting "filling"; and

(c) in clause (b), by striking out "subject to subsection (8),".

9           Clause 202(3)(f) is amended by striking out "in section 245" and substituting "in section 257".

10          Clause 223(2)(c) is amended by striking out "individual or firm of accountants as".

11          Section 225 of the English version is amended

(a) in subsection (2), by striking out "by less" and substituting "be less"; and

(b) in subclause(5)(b)(ii), by striking out "by".

12          Subsection 244(3) is repealed and the following is substituted:

Notice of termination

244(3)      Within seven days after a resolution is passed under subsection (1), the cooperative shall in writing notify the person whose membership was terminated,

(a) by pre-paid ordinary mail addressed to the person at his or her latest address shown in the cooperative's records; or

(b) by delivering the notice to that address.

13          Subsections 246(1) and (3) of the English version are amended by striking out "patronage dividends" and substituting "patronage returns".

14(1)       Subsection 262(1) is repealed and the following is substituted:

Qualification of auditor

262(1)      Subject to subsection (5), an auditor is disqualified from being an auditor of a cooperative if he or she is not independent of the cooperative and all of its subsidiaries, and the directors and officers of the cooperative and its subsidiaries.

14(2)       Clause 262(2)(b) is amended by repealing the part before subclause (i) and substituting the following:

(b) an auditor is deemed not to be independent of a cooperative if the auditor or a business partner of the auditor

14(3)       Subsection 262(6) is amended by striking out "individual or a firm of accountants" and substituting "auditor".

15          Subsection 263(1) is amended by striking out "individual or a firm of accountants as".

16          Subsection 268(1) is amended by striking out "an individual or firm of accountants as its auditor and fix the remuneration of the auditor," and substituting "one and fix his or her remuneration,".

17(1)       Subsection 269(7) is repealed and the following is substituted:

Replacing auditor

269(7)      No person shall accept an appointment or consent to be appointed as auditor of a cooperative if the person is replacing a former auditor who has resigned or has been removed from office or whose term of office has expired or is about to expire, unless and until the person has requested and received from that former auditor a written statement of the circumstances and the reasons why, in the opinion of that the former auditor, he or she is being replaced.

17(2)       Subsection 269(8) is amended

(a) by striking out "an individual or firm of accountants" and substituting "a person"; and

(b) in the English version, by striking out "the individual or firm" and substituting "the person".

17(3)       Subsection 269(9) is amended by striking out "an individual or firm of accountants that" and substituting "a person who".

18          Subsection 300(1) is amended by striking out "subsection 48(5)" and substituting "subsection 48(4)".

19          Subsection 306(7) is amended

(a) by striking out "Section 305" and substituting "Sections 305, 308 and 309"; and

(b) by adding ", 308 or 309" after "in section 305".

20          Subsection 322(1) is amended by striking out "individual or a firm of accountants as".

21           Clauses 338(1)(e) and (f) of the English version are amended by striking out "patronage dividends" and substituting "patronage returns".

22          Subsection 345(1) is amended by adding "or" at the end of clause (b), by striking out "or" at the end of clause (c) and by repealing clause (d).

23          Section 374 of the English version is amended by striking out "his Act" and substituting "this Act".

24          Subsection 387(2) of the English version is amended

(a) by adding "or" after "verified by affidavit, affirmation";

(b) by adding "a person before" after "before"; and

(c) by striking out "an statutory declarations" and substituting "or statutory declarations".

Coming into force

25          This Act comes into force on the day it receives royal assent.

Explanatory Note

This Bill contains a number of amendments to The Cooperatives Act. It removes the requirement that only an accountant or firm of accountants can be appointed as a cooperative's auditor. It also changes the manner in which a person is to be served with notice that his or her membership in a cooperative has been terminated. In addition, the Bill makes a number of housekeeping amendments to the Act.