A A A

Second 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 26

THE WINNIPEG COMMODITY EXCHANGE RESTRUCTURING ACT


Table of Contents Explanatory Note

(Assented to                                       )

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

"Corporation" defined

1           In this Act, "Corporation" means the corporation established by The Winnipeg Commodity Exchange Act.

Continuing under The Corporations Act

2            Despite The Winnipeg Commodity Exchange Act and The Corporations Act,

(a) the Corporation may apply under The Corporations Act for a certificate of continuance that, in addition to continuing the Corporation under that Act, gives effect to amendments to the Corporation's articles as set out in the articles of continuance, including amendments to convert it into a corporation with share capital, if

(i) the articles of continuance set out the formula and terms on which members of the Corporation will be issued shares in exchange for the disposition to the Corporation of their members' rights,

(ii) a resolution to approve the articles of continuance is approved at a duly constituted membership meeting by at least 2/3 of the votes cast by the members who vote on the resolution, and

(iii) the articles of continuance, when filed under The Corporations Act, are accompanied by a certificate of an officer of the Corporation verifying that the approval required by subclause (ii) has been obtained and is still valid; and

(b) if the Corporation makes the application referred to in clause (a), immediately after the articles of continuance become effective,

(i) each member is deemed to have disposed of his or her member's rights in the Corporation to the Corporation and the Corporation is deemed to have issued shares to the member in accordance with the articles of continuance in exchange for those rights, and

(ii) the persons named as directors in the articles of continuance become the directors of the Corporation.

The Winnipeg Commodity Exchange Act repealed

3           The Winnipeg Commodity Exchange Act is repealed when the Corporation is continued under The Corporations Act.

Coming into force

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

Explanatory Note

The Winnipeg Commodity Exchange was established by The Winnipeg Commodity Exchange Act as a corporation without share capital.  This Bill enables the Winnipeg Commodity Exchange, with the approval of a special resolution of its members, to continue under The Corporations Act as a corporation with share capital.  When it does, the corporation's members will become its shareholders, and The Commodity Exchange Act will be repealed.