C.C.S.M. c. C223
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| PART 1
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|
| INTERPRETATION AND APPLICATION
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| 1(1)
| Definitions
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| (2)
| Registered common-law relationship
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| 2(1)
| Control
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| (2)
| Holding body corporate
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| (3)
| Subsidiary
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| (4)
| Affiliates
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| (5)
| Associates
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| 3(1)
| Deemed distribution to the public
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| (2)
| Distribution to the public
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| (3)
| Exemption
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| 4(1)
| Cooperative basis
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| (2)
| Restrictions on membership
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| (3)
| Exception re voting
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| 5(1)
| Application of Act
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| (2)
| No application to credit unions
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| 6
| Powers of existing cooperatives
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| 7(1)
| Designation of Registrar
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| (2)
| Duties
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| (3)
| Delegation by Registrar
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|
| PART 2
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|
| INCORPORATION
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| 8(1)
| Application by individuals
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| (2)
| Application by corporations
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| (3)
| Application by cooperatives
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| 9(1)
| Articles of incorporation
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| (2)
| Additional provisions
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| (3)
| Special majorities
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| (4)
| Voting number
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| 10(1)
| Signatures
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| (2)
| Consent of first directors
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| (3)
| Address
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| 11(1)
| Copy of by-laws to Registrar
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| (2)
| Registrar's order re by-laws
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| 12(1)
| By-laws: mandatory provisions
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| (2)
| By-laws: other provisions
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| 13
| Cooperative basis
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| 14(1)
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|
| (2)
| Additional information
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| 15
| If membership too low
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| 16
| Effect of certificate
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| 17(1)
| Name of cooperative
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| (2)
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|
| (3)
| Existing names
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| (4)
| Alternative name
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| (5)
| Name in any language form
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| (6)
| Use of symbols
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| (7)
| Publication of name
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| (8)
| Other name
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| 18(1)
| Prohibited use of cooperative designations
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| (2)
| Prohibition against holding out
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| (3)
| Exception
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| 19(1)
| Reservation of name
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| (2)
| Assignment of number
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| 20(1)
| "Business" or "association" defined
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| (2)
| Prohibited names
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| (3)
| Names similar to other bodies corporate
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| (4)
| Names similar to other businesses or associations
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| (5)
| Reserved name
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| (6)
| Undertaking not carried out
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| (7)
| Directing change of name
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| (8)
| Directing change of where number assigned
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| (9)
| Revoking name
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| 21(1)
| Certificate of amendment
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| (2)
| Effect of certificate
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| 22(1)
| Personal liability under pre-incorporation contracts
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| (2)
| Adoption of pre-incorporation contracts
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| (3)
| Application to court
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| (4)
| Exemption from personal liability
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|
| PART 3
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|
| CAPACITY AND POWERS
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| 23(1)
| Capacity of a cooperative
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| (2)
| Extra-territorial capacity
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| 24(1)
| Powers of a cooperative
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| (2)
| Restricted business or powers
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| (3)
| Rights preserved
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| 25(1)
| No constructive notice
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| (2)
| Constructive notice of articles and by-laws
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| 26
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| PART 4
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|
| REGISTERED OFFICE, RECORDS AND RETURNS
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| 27(1)
| Registered office
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| (2)
| Change of location
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| (3)
| Change of address
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| (4)
| Notice of change
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| (5)
| Annexation or amalgamation of municipalities
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| 28(1)
| Records
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| (2)
| Accounting and directors' records
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| (3)
| Place for keeping records
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| (4)
| Accounting records in Manitoba
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| (5)
| Exception
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| (6)
| Rescind order
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| (7)
| Trustee's register of securities
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| (8)
| Notice of order
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| 29(1)
| Examination of records
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| (2)
|
|
| (3)
| Copies of by-laws and articles to creditors
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| 30(1)
| Form of records
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| (2)
| Precautions
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| 31(1)
| Corporate seal
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| (2)
| Seal not necessary for validity
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| 32
| Annual return
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| 33(1)
| Copies of financial statements to Registrar
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| (1.1)
| Application of subsection (1)
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| (2)
| Subsidiary cooperative
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| 34(1)
| Special return
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| (2)
| Contents of special return
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| 35(1)
| Offence
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| (2)
| Relief by court
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|
| PART 5
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|
| CORPORATE FINANCE
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| 36
| Loan capital
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| 37
| Certificate of membership and right to vote
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| 38
| Par value
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| 39(1)
| Membership shares
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| (2)
| Equal rights
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| (3)
| Membership shares
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| 40(1)
| Right to vote
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| (2)
| No right to vote
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| 41(1)
| Issuance of membership shares
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| (2)
| Membership shares at par value
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| 42(1)
| Investment shares
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| (2)
| No voting rights
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| (3)
| Exception
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| (4)
| Limit on shareholders' directors
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| (5)
| Election of director by shareholders
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| (6)
| One share, one vote
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| (7)
|
|
| (8)
| Special investment shares
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| 43(1)
| Non par value shares
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| (2)
| Continued cooperative
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| 44(1)
| Shares in series
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| (2)
| Series participation
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| (3)
| Restrictions on series
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| (4)
| Copy of resolution to Registrar
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| 45(1)
| Pre-emptive right
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| (2)
| Limitation
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| 46
| Commissions
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| 47(1)
| Charge on investment shares
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| (2)
| Enforcement
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| 48(1)
| Constraints on shares
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| (2)
| Limitation of prohibition of investment shares
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| (3)
| Change or removal of constraint
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| (4)
| Revocation
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| 49
| Regulations
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| 50
| Validity of acts
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| 51(1)
| Power to issue shares
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| (2)
| Liability of members and shareholders
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| (3)
| Consideration
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| (4)
| Consideration other than money
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| (5)
| Property
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| 52
| Requirements respecting distribution of surplus
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| 53
| Allocation of surplus
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| 54
| Computation of business done
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| 55
| Allocation of surplus to non-members
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| 56
| Use of return to non-members for memberships
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| 57
| Non-payment of small returns
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| 58(1)
| Use of patronage return for shares
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| (2)
| Contents of by-law
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| 59
| Repurchase of shares
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| 60
| Compulsory loan of patronage returns
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| 61
| Effect of marketing plans
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| 62
| Community service cooperatives
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| 63
| Purchase of membership shares by cooperative
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| 64(1)
| Redemption of investment shares
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| (2)
| Limitation
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| (3)
| Purchase or redemption of investment shares
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| 65
| Alternative investment share acquisition
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| 66(1)
| Limitation on purchase or redemption
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| (2)
| Further limitations
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| 67
| Cancellation or resurrection of shares
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| 68(1)
| Enforcement of contract to buy shares
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| (2)
| Right of claimant
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| 69
| Money owing a debt
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| 70(1)
| Prohibited loans and guarantees
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| (2)
| Permitted loans and guarantees
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| (3)
| Enforceability
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| 71
| No personal liability
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| 72(1)
| Lien on member's interest
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| (2)
| Charge on investment shares
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| 73
| Enforcement of liens and charges
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| 74
| Borrowing powers
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| 75(1)
| Stated capital account
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| (2)
| Consideration for shares
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| (3)
| Exception for non arm's length transactions
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| (4)
| Limit on additions to a stated capital account
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| (5)
| Constraint on additions to a stated capital account
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| (6)
| Membership share inclusion
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| 76(1)
| Other additions to stated capital account
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| (2)
| Transitional
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| (3)
| Transitional
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| (4)
| Continued cooperative
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| (5)
| Membership shares with a par value
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| 77
| Restriction
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| 78
| Retained earnings accounts
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| 79(1)
| Reduction of capital
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| (2)
| Limitation on reductions
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| (3)
| Exception
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| (4)
| If several stated capital accounts
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| (5)
| Court order
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| (6)
| Limitation period
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| 80(1)
| Adjustment of stated capital account
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| (2)
| If special resolution
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| (3)
| Class or series
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| (4)
| Stated capital of interconvertible shares
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| (5)
| Exception
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| (6)
| Conversion or change of investment shares
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| (7)
| Effect on number of unissued shares
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| 81(1)
| Options and rights
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| (2)
| Conversion for members only
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| (3)
| Conditions
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| (4)
| Transferability
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| 82
| Reserves
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| 83(1)
| Holding own shares
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| (2)
| Disposal of shares
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| 84(1)
| Exception for holding own shares
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| (2)
| Holding own shares by way of security
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| 85(1)
| Form of dividend
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| (2)
| Stated capital account
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| (3)
| Stated capital account
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| 86
| Limitation on paying dividends
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| 87(1)
| Debt obligations
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| (2)
| Cancellation, etc.
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| 88(1)
| Application of The Securities Act
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| (2)
| Application of sections 89 to 91
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| 89(1)
| Offering statement
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| (2)
| Material changes
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| (3)
| Further offering statements
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| (4)
| Restraint on issue after material change
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| (5)
| Issue of receipts
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| (6)
| Ruling
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| (7)
| Exception
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| 90(1)
| Cease trading order
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| (1.1)
| Notice of cease trading order
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| (2)
| Opportunity to be heard
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| 91
| Obligation to provide offering statement
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|
| PART 6
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|
| SHARE CERTIFICATES, MEMBERSHIPS AND
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| 92(1)
| Definitions
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| (2)
| Negotiable instruments
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| (3)
| Registered form
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| (4)
| Order form
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| (5)
| Bearer form
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| (6)
| Guarantor for issuer
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| 93
| Application
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| 94(1)
| Transferability
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| (2)
| Fee
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| 95(1)
| Allotment of shares
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| (2)
| Security certificate
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| (3)
| Joint owners
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| 96(1)
| Signatures
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| (2)
| Form of signature
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| (3)
| Former director
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| (4)
| Certificates as evidence of title
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| 97
| Membership share and member loan certificates
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| 98(1)
| Certificates for securities
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| (2)
| Notation of restrictions
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| (3)
| Restrictions, etc.
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| (4)
| Restrictions
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| (5)
| Conspicuous notation
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| (6)
| Effect of failure to note constraint
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| 99(1)
| Contents of certificate
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| (2)
| Copy of information
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| 100(1)
| Fractional shares
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| (2)
| Conditions
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| (3)
| Voting rights
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| (4)
| Exercise of voting rights
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| 101(1)
| Membership certificates
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| (2)
| Membership certificates
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| 102
| Transfers of memberships etc.
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| 103
| Dealings with registered owner
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| 104
| Constructive registered owner
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| 105
| Permissible registered owner
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| 106
| Limitation on duties of cooperative
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| 107
| Minors
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| 108
| Joint owners
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| 109(1)
| Transmission of securities
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| (2)
| Excepted transmissions
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| (3)
| Right of cooperative
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| 110(1)
| Securities register
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| (2)
| Location of register
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| (3)
| Branch registers
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| (4)
| Contents of branch register
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| 111
| Destruction of certificates
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| 112
| Agent
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| 113
| Registration
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| 114(1)
| Overissue
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| (2)
| Rights of recipient of overissued security
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| (3)
| Increase in capital
|
| 115
| Exemptions
|
| 116
| Rules of action
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| 117(1)
| Delivery of securities
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| (2)
| Limitation
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| 118(1)
| Incorporation by reference
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| (2)
| Purchaser without notice
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| 119
| Validity of security
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| 120
| Defence
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| 121
| Other defences fail
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| 122(1)
| Deemed notice
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| (2)
| Stale security
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| 123(1)
| Unauthorized signature
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| (2)
| Limited effectiveness
|
| 124
| Completion of form
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| 125
| Enforceability
|
| 126
| Fraud
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| 127(1)
| Guarantees
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| (2)
| Liability
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| 128(1)
| Acquisition of rights
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| (2)
| Claim free
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| (3)
| No better position
|
| 129
| Limited interests
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| 130(1)
| Deemed notice
|
| (2)
| Name
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| 131(1)
| No duty to inquire
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| (2)
| Third party holding
|
| 132
| Deemed notice
|
| 133(1)
| Events not constituting adverse claim
|
| (2)
| Staleness
|
| 134(1)
| Guarantee
|
| (2)
| Limitation on guarantee
|
| 135
| Content of guarantee
|
| 136
| Guarantee of intermediary
|
| 137
| Guarantee of broker
|
| 138
| Right to compel endorsement
|
| 139(1)
| Definition of "appropriate person"
|
| (2)
| Time for determination
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| 140(1)
| Endorsement
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| (2)
| Blank or special
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| (3)
| Blank endorsement
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| (4)
| Special endorsement
|
| (5)
| Right of holder
|
| 141
| Immunity of endorser
|
| 142
| Partial endorsement
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| 143
| Effect of failure by fiduciary to comply
|
| 144
| Effect of endorsement without delivery
|
| 145
| Endorsement in bearer form
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| 146(1)
| Effect of unauthorized endorsement
|
| (2)
| Liability of issuer
|
| 147(1)
| Guarantee of guarantor of signature
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| (2)
| Guarantee of guarantor of endorsement
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| (3)
| Extent of liability
|
| 148
| Presumption of delivery
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| 149(1)
| Presumption of ownership
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| (2)
| Ownership of part of fungible bulk
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| (3)
| Notice to securities broker of adverse claim
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| 150(1)
| Delivery of security
|
| (2)
| Duty to deliver
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| (3)
| Delivery to securities broker
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| 151(1)
| Right to reclaim possession
|
| (2)
| Recovery when unauthorized endorsement
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| 152(1)
| Right to requisites for registration
|
| (2)
| Rescission of transfer
|
| 153
| Seizure of security
|
| 154
| Not liable if good faith delivery
|
| 155(1)
| Duty to register transfer
|
| (2)
| Liability for delay
|
| 156(1)
| Assurance of endorsement
|
| (2)
| Sufficiency of guarantee
|
| (3)
| Standards
|
| (4)
| Evidence of appointment or incumbency
|
| (5)
| Standards
|
| (6)
| No notice to issuer
|
| 157
| Notice from additional documentation
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| 158(1)
| Limited duty of inquiry
|
| (2)
| Discharge of duty
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| (3)
| Duration of notice of adverse claim
|
| 159
| Inquiry into adverse claim
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| 160(1)
| Limitation on issuer's liability
|
| (2)
| Duty of issuer on default
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| 161(1)
| Lost or stolen security
|
| (2)
| Duty to issue new security
|
| (3)
| Duty to register transfer
|
| (4)
| Right of issuer to recover
|
| 162
| Duty
|
| 163
| Notice to agent
|
|
| PART 7
|
|
| TRUST INDENTURES
|
| 164
| Definitions
|
| 165(1)
| Application
|
| (2)
| Exemptions
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| 166(1)
| Conflict of interest
|
| (2)
| Eliminating conflict of interest
|
| (3)
| Validity despite conflict
|
| (4)
| Removal of trustee
|
| 167
| Qualification of trustee
|
| 168(1)
| List of security holders
|
| (2)
| Duty of issuer
|
| (3)
| Corporate applicant
|
| (4)
| Contents of statutory declaration
|
| (5)
| Use of list
|
| 169(1)
| Evidence of compliance
|
| (2)
| Duty of issuer or guarantor
|
| 170
| Contents of declaration, etc.
|
| 171
| Further evidence of compliance
|
| 172(1)
| Trustee may require evidence of compliance
|
| (2)
| Certificate of compliance
|
| 173
| Notice of default
|
| 174
| Duty of care
|
| 175
| Reliance on statements
|
| 176
| No exculpation
|
|
| PART 8
|
|
| DIRECTORS AND BY-LAWS
|
| 177
| Functions of directors
|
| 178
| Number of directors
|
| 179(1)
| Power to enact by-laws
|
| (2)
|
|
| (3)
| Member approval
|
| (4)
| By-law not confirmed
|
| (5)
| Notice required
|
| 180(1)
| Effect of by-law passed by members
|
| (2)
|
|
| (3)
| Where by-law not approved
|
| (4)
| New resolution of directors
|
| 181
| Proposal of by-law
|
| 182(1)
| Organizational meeting
|
| (2)
| Calling meeting
|
| 183(1)
| Directors to be members
|
| (2)
| Where shareholders elect directors
|
| 184(1)
| Qualifications of directors
|
| (2)
| Additional qualifications
|
| (3)
| Status of directors
|
| (4)
| Resident in Canada
|
| 185
| Terms of office
|
| 186(1)
| Election of directors
|
| (2)
| Staggered terms
|
| (3)
| No stated term
|
| (4)
| Incumbent directors
|
| (5)
| Consent to nomination
|
| (6)
| Consent in writing
|
| 187(1)
| Secret ballot
|
| (2)
| Casting ballot
|
| (3)
| Determining election of directors
|
| (4)
| Run-off elections
|
| (5)
| Where run-off election not practical
|
| (6)
| Determining election with staggard terms
|
| (7)
| Run-off elections
|
| (8)
| Where run-off election not practical
|
| 188
| Separate election
|
| 189(1)
| Election of directors
|
| (2)
| Cumulative voting
|
| 190(1)
| Ceasing to hold office
|
| (2)
| Effective date of resignation
|
| 191(1)
| Removal of directors
|
| (2)
| Vacancy
|
| 192
| Right to attend meetings
|
| 193(1)
| Resignation statement
|
| (2)
| Opposition statement
|
| (3)
| Circulation of statement
|
| (4)
| Immunity for statement
|
| 194(1)
| Vacancy on board
|
| (2)
| Vacancy among candidates
|
| (3)
| Special meeting
|
| (4)
| Calling meeting
|
| (5)
| Vacant board
|
| (6)
| Special directors
|
| (7)
| Unexpired term
|
| 195
| Effect of decrease
|
| 196(1)
| Notice of change of directors
|
| (2)
| Effect of notice
|
| 197
| Meeting of directors
|
| 198(1)
| Quorum
|
| (2)
| Quorum may act
|
| 199(1)
| Qualifications of majority
|
| (2)
| Exception
|
| 200(1)
| Notice of meeting
|
| (2)
| Waiver of notice
|
| (3)
| Where notice not required
|
| 201(1)
| Electronic meeting
|
| (2)
| Presence
|
| 202(1)
| Delegation
|
| (2)
| Residency
|
| (3)
| Delegation
|
| (4)
| Powers
|
| (5)
| Membership on committee
|
| (6)
| Duties
|
| 203
| Validity of acts of directors and officers
|
| 204(1)
| Resolution in lieu of meeting
|
| (2)
| Keeping resolution
|
| 205(1)
| Liability of directors
|
| (2)
| Further liability
|
| (3)
| Contribution
|
| (4)
| Recovery
|
| (5)
| Order of court
|
| (6)
| No liability
|
| (7)
| Limitation period
|
| 206(1)
| Liability of directors for wages
|
| (2)
| Conditions precedent to liability
|
| (3)
| Limitation period
|
| (4)
| Amount due after execution
|
| (5)
| Subrogation
|
| (6)
| Contribution
|
| 207(1)
| Disclosure of director's interest in contract
|
| (2)
| Exemption
|
| (3)
| Time of disclosure for director
|
| (4)
| Time of disclosure for officer
|
| (5)
| Time of disclosure for director or officer
|
| (6)
| Access
|
| (7)
| Exception
|
| 208(1)
| Limitation on voting
|
| (2)
| Approval by members
|
| 209
| Continuing disclosure
|
| 210(1)
| Avoidance standards
|
| (2)
| Application to court
|
| 211
| Officers
|
| 212(1)
| Duty of care of directors and officers
|
| (2)
| Duty to comply
|
| (3)
| No exculpation
|
| (4)
| Interpretation
|
| 213(1)
| Dissent
|
| (2)
| Loss of right to dissent
|
| (3)
| Dissent of absent director
|
| (4)
| Reliance on statements
|
| 214(1)
| Indemnification
|
| (2)
| Advance of costs
|
| (3)
| Indemnification in derivative actions
|
| (4)
| Right to indemnify
|
| (5)
| Directors' and officers' insurance
|
| 215(1)
| Application to court
|
| (2)
| Notice to interested persons
|
| 216
| Remuneration
|
| 217(1)
| Restricting powers of directors
|
| (2)
| Deemed unanimous agreement
|
| (3)
| Investment shareholders
|
| (4)
| Where no notice given
|
| (5)
| Rights of members
|
| (6)
| Provisions re meetings
|
| (7)
| Documents
|
| (8)
| Notice of unanimous agreement
|
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