C.C.S.M. c. C223
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| PART 9
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| MEMBERS AND SHAREHOLDERS
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| 218
| By-laws govern
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| 219(1)
| Incorporators become members
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| (2)
| Minimum share requirement
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| (3)
| Application and approval
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| (4)
| When membership effective
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| (5)
| Age qualification
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| 220
| Members bound by articles and by-laws
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| 221
| Delegates
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| 222(1)
| Place of members' meetings
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| (2)
| Meetings outside Manitoba
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| (3)
| Meetings outside Manitoba
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| (4)
| Place of shareholders' meetings
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| (5)
| Meetings outside Manitoba
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| (6)
| Meetings outside Manitoba
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| (7)
| Electronic meeting
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| (8)
| Presence
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| 223(1)
| Calling members' meetings
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| (2)
| Business at first meeting
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| 224
| Calling meetings
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| 225(1)
| Fixing record day
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| (2)
| Notice of meetings
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| (3)
| No record day under subsec. (1)
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| (4)
| No record day under subsec. (2)
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| (5)
| Where record day fixed
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| 226(1)
| Notice of meetings
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| (2)
| Notice of shareholder meetings — publicly traded shares
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| (3)
| Exception
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| 227(1)
| Adjournment
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| (2)
| Notice of adjournment — meeting of members
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| (3)
| Notice of adjournment — meeting of shareholders
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| 228(1)
| Notice of business
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| (2)
| Special business
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| 229
| Waiver of notice
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| 230(1)
| Member proposal
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| (2)
| Notice
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| (3)
| Nomination for director
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| (4)
| Exemptions
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| (5)
| Immunity
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| (6)
| Notice of refusal
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| (7)
| Member application to court
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| (8)
| Cooperative's application to court
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| 231(1)
| List of persons entitled to receive notice
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| (2)
| List of persons entitled to receive notice
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| (3)
| Effect of list
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| (4)
| List of shareholders entitled to vote
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| (5)
| Entitlement to vote
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| (6)
| List of shareholders entitled to receive notice
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| (7)
| Entitlement to vote
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| (8)
| Examination of list
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| 232(1)
| Lists
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| (2)
| Affidavit
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| (3)
| Request by Registrar
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| (4)
| Contents of list
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| (5)
| Permitted uses of list
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| (6)
| Non-inclusion of name on request
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| 233(1)
| Quorum: members' meetings
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| (2)
| Quorum: shareholders' meetings
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| (3)
| Opening quorum sufficient
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| (4)
| Adjournment
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| 234(1)
| Limited proxy voting
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| (2)
| Rules for proxies
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| (3)
| Revocation of proxy
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| (4)
| Deposit of proxies
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| 235(1)
| Representative
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| (2)
| Powers of representative
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| (3)
| Joint voting - members
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| (4)
| Joint voting - shareholders
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| 236(1)
| Voting by show of hands
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| (2)
| Ballot
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| (3)
| Mail ballot
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| 237(1)
| Signed resolution not passed at meeting
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| (2)
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| 238
| Proof
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| 239
| One shareholder meeting
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| 240(1)
| Requisition of meeting of members
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| (2)
| Existing cooperatives
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| (3)
| Requisition of meeting of shareholders
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| (4)
| Form of requisition
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| (5)
| Directors calling meeting
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| (6)
| Member or shareholder calling meeting
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| (7)
| Procedure
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| (8)
| Reimbursement
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| 241(1)
| Meeting called by the Registrar
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| (2)
| Varying quorum
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| (3)
| Valid meeting
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| 242(1)
| Court review of election
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| (2)
| Powers of court
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| 243
| Compulsory sale of membership shares
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| 244(1)
| Termination of membership
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| (2)
| Notice to member
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| (3)
| Notice of termination
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| (4)
| Appeal to meeting of members
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| (5)
| Decision of meeting
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| (6)
| Termination by meeting of members
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| (7)
| Termination not to have certain effects
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| (8)
| Membership continues
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| (9)
| Re-admittance
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| 245
| Withdrawal
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| 246(1)
| Shares and loans upon termination of membership
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| (2)
| Price for shares
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| (3)
| Effect of termination of membership
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| (3.1)
| Rights and obligations re former member's shares
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| (4)
| Withdrawal not to have certain effects
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| (5)
| If address of member unknown
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| (6)
| Amounts paid to entitled persons
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| 247(1)
| Contracts
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| (2)
| Performance
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| PART 10
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| PROXIES
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| 248
| Definitions
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| 249
| Application of Part
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| 250(1)
| Appointment of proxyholder
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| (2)
| Execution of proxy
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| (3)
| Validity of proxy
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| (4)
| Revocation of proxy
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| (5)
| Deposit of proxies
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| 251(1)
| Mandatory distribution of forms of proxy
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| (2)
| Exception
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| 252(1)
| Soliciting proxies
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| (2)
| Copy to commission
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| (3)
| When all shareholders are members
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| 253
| Exemption order
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| 254(1)
| Attendance at meeting
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| (2)
| Rights of a proxyholder
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| (3)
| Voting by proxyholders
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| 255(1)
| Duty of registrant
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| (2)
| Beneficial owner unknown
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| (3)
| Copies
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| (4)
| Instructions to registrant
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| (5)
| Beneficial owner as proxyholder
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| (6)
| Validity
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| (7)
| Limitation
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| 256(1)
| Restraining order
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| (2)
| Notice to commission
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| PART 11
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| FINANCIAL DISCLOSURE
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| 257(1)
| Annual financial statements
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| (2)
| Annual financial statements to shareholders
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| (3)
| Exception
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| 258
| Exemption
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| 259(1)
| Consolidated statements
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| (2)
| Examination
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| (3)
| Barring examination
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| (4)
| Notice to Registrar
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| 260
| Condition precedent to issue
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| 261(1)
| Copies to shareholders
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| (2)
| Copies to members
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| 262(1)
| Qualification of auditor
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| (2)
| Independence
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| (3)
| Duty to resign
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| (4)
| Disqualification order
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| (5)
| Exemption order
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| (6)
| Exception
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| (7)
| Validity of resolution
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| (8)
| Auditor's relationship to be disclosed in report
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| 263(1)
| Appointment of auditor
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| (2)
| Eligibility
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| (3)
| Incumbent auditor
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| (4)
| Remuneration
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| 264(1)
| Dispensing with auditor
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| (2)
| Limitation
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| 265(1)
| Ceasing to hold office
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| (2)
| Effective time of resignation
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| 266(1)
| Removal of auditor
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| (2)
| Vacancy
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| 267(1)
| Filling vacancy
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| (2)
| Calling meeting
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| (3)
| Members filling vacancy
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| (4)
| Unexpired term
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| 268(1)
| Auditor appointed by Registrar
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| (2)
| Exception
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| 269(1)
| Right to attend meeting
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| (2)
| Duty to attend
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| (3)
| Notice to cooperative
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| (4)
| Statement of auditor
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| (5)
| Other statements
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| (6)
| Circulating statement
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| (7)
| Replacing auditor
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| (8)
| Exception
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| (9)
| Effect of non-compliance
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| (10)
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| 270(1)
| Examination and report
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| (2)
| Reliance on other auditor
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| (3)
| Reasonableness
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| (4)
| Application
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| 271(1)
| Right to information
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| (2)
| Information from subsidiaries
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| (3)
| No civil liability
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| 272(1)
| Audit committee
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| (2)
| Exemption
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| (3)
| Duty of committee
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| (4)
| Auditor's attendance
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| (5)
| Calling meeting
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| 273(1)
| Notice of errors
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| (2)
| Error in financial statements
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| (3)
| Duty of directors
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| (4)
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| 274
| Qualified privilege
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| PART 12
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| HOUSING COOPERATIVES
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| 275(1)
| Application
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| (2)
| Not for profit housing cooperative
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| 276(1)
| Requirement of articles
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| (2)
| Requirement of articles
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| (3)
| Existing names
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| 277
| Special limitations
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| 278(1)
| By-laws
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| (2)
| Other provisions in by-laws
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| 279(1)
| Member occupancy rights
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| (2)
| Appeal
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| (3)
| Unsuccessful appeal
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| 280(1)
| Application of 244(4) to (6) & (8) & (9)
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| (2)
| Appeal of termination of membership
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| (3)
| Registrar's functions
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| (4)
| Appeal tribunal hearing
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| (5)
| No further appeal
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| (6)
| Membership continues
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| (7)
| Re-admittance
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| (8)
| Occupancy during appeal
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| (9)
| Tribunal members list
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| (10)
| Remuneration of tribunal members
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| (11)
| Responsibility for costs of tribunals
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| 281
| Right to possession terminated
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| 282(1)
| Member failing to give up residential unit
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| (2)
| Order of possession
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| (3)
| Appeal to Court of Appeal
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| 283
| Compensation for over holding past termination
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| 284(1)
| Restriction on taking property
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| (2)
| Abandoned property
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| 285
| Inclusion in by-laws
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| 286(1)
| Not for profit requirements
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| (2)
| Use of patronage return to adjust rent
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| (3)
| Permitted payments
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| 287(1)
| No other payments permitted
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| (2)
| Limit on compensation
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| (3)
| Limit on compensation
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| (4)
| Contravention of subsection (1), (2) or (3)
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| 288
| Resolution for proposed fundamental change
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| PART 13
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| WORKER COOPERATIVES
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| 289
| Application
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| 290(1)
| Requirements of articles
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| (2)
| Non-member employees
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| (3)
| Permanent employees
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| 291
| By-laws
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| 292(1)
| Termination of membership
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| (2)
| Laid-off member
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| (3)
| Lay-off exceeding 2 years
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| (4)
| Confirmation on appeal
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| (5)
| Deemed confirmation
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| 293
| Directors
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| 294
| Reorganization
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| 295
| Dissolution
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| PART 14
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| FUNDAMENTAL CHANGES
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| 296
| Interpretation
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| 297(1)
| Amendment of articles
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| (2)
| Clerical errors
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| (3)
| Filing articles of amendment
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| (4)
| Revocation
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| (5)
| Restriction on amendment
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| (6)
| Type of cooperative
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| (7)
| Cooperative basis
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| 298(1)
| Proposal to amend
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| (2)
| Notice of amendment
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| 299(1)
| Amendment of articles: separate votes
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| (2)
| Exception
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| (3)
| Deeming provision
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| (4)
| Limitation
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| (5)
| Right to vote
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| (6)
| Separate resolutions
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| 300(1)
| Delivery of articles
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| (2)
| Reduction of stated capital
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| 301
| Certificate of amendment
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| 302(1)
| Effect of certificate
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| (2)
| Existing rights preserved
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| 303(1)
| Restated articles
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| (2)
| Delivery of articles
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| (3)
| Restated certificate
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| (4)
| Effect of certificate
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| 304(1)
| Amalgamation
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| (2)
| Amalgamation with a body corporate
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| 305(1)
| Amalgamation agreement
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| (2)
| Cancellation of certain shares
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| 306(1)
| Agreement to be submitted for approval
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| (2)
| Notice of meeting
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| (3)
| Right to vote
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| (4)
| Class vote
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| (5)
| Approvals required
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| (6)
| Termination
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| (7)
| Amalgamations under clause 304(2)(a)
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| (8)
| Further requirements
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| (9)
| Amalgamations under clause 304(2)(b) or (c)
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| (10)
| Further requirements
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| 307(1)
| Vertical short-form amalgamation
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| (2)
| Horizontal short-form amalgamation
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| 308(1)
| Articles of amalgamation
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| (2)
| Attached declarations
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| (3)
| Adequate notice
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| (4)
| Certificate of amalgamation
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| (5)
| Additional information
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| 309
| Effect of certificate of amalgamation
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| 310(1)
| Arrangement
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| (2)
| Joint arrangement
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| (3)
| Scheme of arrangement
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| 311(1)
| Arrangement to be submitted for approval
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| (2)
| Notice of meeting
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| (3)
| Right to vote
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| (4)
| Class vote
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| (5)
| Approvals required
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| (6)
| Termination of proposed arrangement
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| 312(1)
| Articles of arrangement
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| (2)
| Attached declarations
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| (3)
| Adequate notice to creditors
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| (4)
| Certificate of arrangement
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| 313(1)
| Time of effect
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| (2)
| Effect of certificate
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| (3)
| Dissolution
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| 314(1)
| Continuance
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| (2)
| Continuance for the purpose of amalgamation
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| (3)
| Amendments in articles of continuance
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| (4)
| Articles of continuance
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| (5)
| Continuance and amalgamation
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| 315(1)
| Certificate of continuance
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| (2)
| Certificate of continuance with amalgamation
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| (3)
| Reliance
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| (4)
| Effect of certificate
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| (5)
| Copy of certificate
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| (6)
| Rights preserved
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| (7)
| Membership shares
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| (8)
| Issued shares
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| (9)
| Conversion privilege
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| (10)
| Definition of "share"
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| 316(1)
| Continuance: other provincial Acts
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| (2)
| Notice of meeting
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| (3)
| Result of continuance
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| (4)
| Revocation
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| (5)
| Certificate of discontinuance
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| (6)
| Time of discontinuance
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| 317(1)
| Continuance: other jurisdictions
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| (2)
| Continuance and amalgamation
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| (3)
| Notice of meeting
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| (4)
| Revocation
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| (5)
| Certificate of discontinuance
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| (6)
| Time of discontinuance
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| (7)
| Requirements for continuance
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| 318(1)
| Shareholders right to vote
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| (2)
| Class vote
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| 319(1)
| Extraordinary disposition
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| (2)
| Notice
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| (3)
| Right to vote
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| (4)
| Class vote
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| (5)
| Approval
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| (6)
| Abandonment
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| 320(1)
| Right to dissent
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| (2)
| Further right
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| (3)
| Dissent
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| (4)
| Effect if dissent
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| (5)
| Notice of resolution
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| (6)
| Notice
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| (7)
| Rights of members
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| (8)
| Share certificates
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| (9)
| Forfeiture
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| (10)
| Endorsing certificate
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| (11)
| Suspension of rights
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| (12)
| Reinstatement
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| (13)
| Offer to pay
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| (14)
| Same terms
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| (15)
| Payment
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| (16)
| Application to court
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| (17)
| If no application
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| (18)
| No security for costs
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| (19)
| Parties
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| (20)
| Powers of court
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| (21)
| Notice if subsection (23) or (24) applies
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| (22)
| Effect if subsection (23) or (24) applies
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| (23)
| Limitation
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| (24)
| Instalments
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| (25)
| Interest on instalments
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| (26)
| Former member who dissented
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| 321(1)
| Reorganization
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| (2)
| Limitation
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| (3)
| Powers of court
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| (4)
| Further powers
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| (5)
| Articles of reorganization
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| (6)
| Certificate of reorganization
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| (7)
| Effect of certificate
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| (8)
| No dissent
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| PART 15
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|
| INVESTIGATIONS
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| 322(1)
| Special audit
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| (2)
| Expenses of audit
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| (3)
| Production of books
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| 323(1)
| Investigations
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| (2)
| Grounds
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| (3)
| No security for costs
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| 324(1)
| Powers of court
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| (2)
| Copy of report
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| 325(1)
| Powers of inspector
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| (2)
| Exchange of information
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| (3)
| Court order
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| 326(1)
| Hearing in private
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| (2)
| Right to counsel
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| 327
| Incriminating statements
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| 328
| Absolute privilege: defamation
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| 329(1)
| "Security" defined
|
| (2)
| Information respecting ownership and control
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| (3)
| Deemed interest in securities
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| (4)
| Publication
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| 330
| Solicitor-client privilege
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| 331
| Inquiries
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| PART 16
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|
| RECEIVERS AND RECEIVER MANAGERS
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| 332(1)
| Functions of receiver
|
| (2)
| If receiver not manager
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| 333
| Functions of receiver-manager
|
| 334
| Directors' powers cease
|
| 335(1)
| If receiver appointed by court
|
| (2)
| If receiver appointed pursuant to instrument
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| (3)
| Duty
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| 336
| Directions given by court
|
| 337(1)
| Required action
|
| (2)
| Liability of receiver for wages
|
| (3)
| Receiver subrogated
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| (4)
| Rights of director who pays receiver
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|
| PART 17
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|
| LIQUIDATION, DISSOLUTION AND REVIVAL
|
| 338(1)
| Distribution on dissolution
|
| (2)
| Dissolution of community service cooperatives
|
| 339(1)
| Revival
|
| (2)
| Articles of revival
|
| (3)
| Certificate of revival
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| (4)
| Date or revival
|
| (5)
| Rights preserved
|
| (6)
| Legal actions
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| 340(1)
| Dissolution if no property and no liability
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| (2)
| Dissolution if property disposed of
|
| (3)
| Articles of dissolution
|
| (4)
| Certificate of dissolution
|
| (5)
| Effect of certificate
|
| 341(1)
| Proposing liquidation and dissolution
|
| (2)
| Notice of meeting
|
| (3)
| Approval
|
| (4)
| Statement of intent to dissolve
|
| (5)
| Certificate of intent to dissolve
|
| (6)
| Effect of certificate
|
| (7)
| Liquidation
|
| 342(1)
| Supervision by court
|
| (2)
| Notice to Registrar
|
| 343(1)
| Revocation
|
| (2)
| Certificate of revocation of intent to dissolve
|
| (3)
| Effect of certificate
|
| 344(1)
| Articles of dissolution
|
| (2)
| Certificate of dissolution
|
| (3)
| Effect of certificate
|
| 345(1)
| Dissolution by Registrar
|
| (2)
| Publication
|
| (3)
| Certificate of dissolution
|
| (4)
| Effect of certificate
|
| 346(1)
| Grounds for dissolution
|
| (2)
| Notice to Registrar
|
| (3)
| Dissolution order
|
| (4)
| Certificate
|
| (5)
| Effect of certificate
|
| 347(1)
| Further grounds
|
| (2)
| Alternate order
|
| (3)
| Application of section 366
|
| 348(1)
| Application for supervision
|
| (2)
| Court supervision
|
| 349(1)
| Application to court
|
| (2)
| Show cause order
|
| (3)
| Powers of court
|
| (4)
| Publication
|
| (5)
| Person responsible
|
| 350
| Powers of court
|
| 351
| Effect of order
|
| 352(1)
| Cessation of business and powers
|
| (2)
| Delegation by liquidator
|
| 353(1)
| Appointment of liquidator
|
| (2)
| Vacancy
|
| 354
| Duties of liquidator
|
| 355(1)
| Powers of liquidator
|
| (2)
| Defence
|
| (3)
| Application to court
|
| (4)
| Power of court
|
| 356(1)
| Costs of liquidation
|
| (2)
| Final accounts
|
| (3)
| Application
|
| (4)
| Publication
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| (5)
| Final order
|
| (6)
| Delivery of order
|
| (7)
| Certificate of dissolution
|
| (8)
| Effect of certificate
|
| 357
| Right to distribution in money
|
| 358
| Powers of court
|
| 359
| Custody of records
|
| 360(1)
| Heirs and representatives
|
| (2)
| Continuation of actions
|
| (3)
| Service
|
| (4)
| Reimbursement
|
| (5)
| Representative action
|
| 361(1)
| Unknown claimants
|
| (2)
| Deemed satisfaction
|
| (3)
| Recovery
|
| 362(1)
| Vesting in Crown
|
| (2)
| Return of property on revival
|
|
| PART 18
|
|
| REMEDIES, OFFENCES AND PENALTIES
|
| 363
| Definitions
|
| 364(1)
| Commencement of derivative action
|
| (2)
| Condition precedent
|
| (3)
| Powers of court
|
| 365(1)
| Application to court re oppression
|
| (2)
| Grounds
|
| (3)
| Types of order
|
| (4)
| Duty of directors members and shareholders
|
| (5)
| Exclusion
|
| (6)
| Limitation
|
| (7)
| Alternate order
|
| 366(1)
| Member or shareholder approval not decisive
|
| (2)
| Court approval to discontinue
|
| (3)
| Notice
|
| (4)
| No security for costs
|
| (5)
| Interim costs
|
| 367(1)
| Interpretation
|
| (2)
| Further interpretation
|
| (3)
| Membership shares
|
| (4)
| Deemed insiders
|
| (5)
| Prohibition of short sale
|
| (6)
| Calls and puts
|
| (7)
| Exception
|
| (8)
| Civil liability
|
| (9)
| Limitation
|
| 368(1)
| Application to court to rectify records
|
| (2)
| Power of court
|
| 369
| Application for directions
|
| 370
| Restraining or compliance order
|
| 371
| Summary application to court
|
| 372
| Appeal of final order
|
| 373(1)
| Offences with respect to reports
|
| (2)
|
|
| (3)
| Exception
|
| 374(1)
| Offence and penalty
|
| (2)
| Liability of directors and officers
|
| 375
| Order to comply
|
| 376(1)
| Time limited for proceedings
|
| (2)
| Civil remedy not affected
|
| 377(1)
| Notice of refusal by Registrar
|
| (2)
| Deemed refusal
|
| 378(1)
| Appeal from Registrar's decision
|
| (2)
| No liability
|
|
| PART 19
|
|
| GENERAL PROVISIONS
|
| 379(1)
| Notice to directors, members, and shareholders
|
| (2)
| Electronic delivery
|
| (3)
| Deemed receipt
|
| (4)
| Undelivered notices
|
| (5)
| Published notices
|
| (6)
| Posted notices
|
| 380
| Notice to and service upon a cooperative
|
| 381
| Waiver of notice
|
| 382(1)
| Certificate of Registrar
|
| (2)
| Evidence
|
| 383(1)
| Certificates issued by cooperatives
|
| (2)
| Proof
|
| (3)
| Security certificate
|
| (4)
| Membership certificate
|
| 384
| Registrar may rely on declarations
|
| 385(1)
| Copies
|
| (2)
| Electronic submission of documents etc.
|
| (3)
| Time of receipt
|
| (4)
| Electronic storage
|
| 386
| When notices or documents need not be sent
|
| 387(1)
| Proof required by Registrar
|
| (2)
| Form of proof
|
| (3)
| Authentication
|
| 388(1)
| Regulations
|
| (2)
| Fixing fees
|
| 389(1)
| Definition of "statement"
|
| (2)
| Filings
|
| (3)
| Time of effect of articles etc.
|
| (4)
| Signature
|
| (5)
| Time of discontinuance
|
| (6)
| Endorsement constitutes issue
|
| 390
| Certificate of compliance
|
| 391
| Alteration
|
| 392(1)
| Corrections
|
| (2)
| Date of corrected certificate
|
| (3)
| Notices
|
| 393(1)
| Inspection
|
| (2)
| Copies and extracts
|
| (3)
| Exceptions to subsections (1) and (2)
|
| 394(1)
| Form of records of Registrar
|
| (2)
| Obligation to furnish
|
| (3)
| Production of records limitation
|
| (4)
| Form of publication
|
| 395(1)
| Continuation of former letters patent, etc.
|
| (2)
| Amendments
|
| (3)
| Reference to old Companies Act
|
| (4)
| References to former Cooperatives Acts
|
| 396(1)
| Continuance of former Act cooperatives
|
| (2)
| Amendment of articles
|
| (3)
| Failure to comply
|
| (4)
| Effect on members' and shareholders' rights
|
| 397 to 401
|
|
|
| PART 21
|
|
| REPEAL, C.C.S.M. REFERENCE, COMING INTO FORCE
|
| 402
| Repeal
|
| 403
| C.C.S.M. reference
|
| 404(1)
| Coming into force
|
| (2)
|
|
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