C.C.S.M. c. C223
The Cooperatives Act
PART 9 | |
MEMBERS AND SHAREHOLDERS | |
218 | By-laws govern |
219(1) | Incorporators become members |
(2) | Minimum share requirement |
(3) | Application and approval |
(4) | When membership effective |
(5) | Age qualification |
220 | Members bound by articles and by-laws |
221 | Delegates |
222(1) | Place of members' meetings |
(2) | Meetings outside Manitoba |
(3) | Meetings outside Manitoba |
(4) | Place of shareholders' meetings |
(5) | Meetings outside Manitoba |
(6) | Meetings outside Manitoba |
(7) | Electronic meeting |
(8) | Presence |
223(1) | Calling members' meetings |
(2) | Business at first meeting |
224 | Calling meetings |
225(1) | Fixing record day |
(2) | Notice of meetings |
(3) | No record day under subsec. (1) |
(4) | No record day under subsec. (2) |
(5) | Where record day fixed |
226(1) | Notice of meetings |
(2) | Notice of shareholder meetings — publicly traded shares |
(3) | Exception |
227(1) | Adjournment |
(2) | Notice of adjournment — meeting of members |
(3) | Notice of adjournment — meeting of shareholders |
228(1) | Notice of business |
(2) | Special business |
229 | Waiver of notice |
230(1) | Member proposal |
(2) | Notice |
(3) | Nomination for director |
(4) | Exemptions |
(5) | Immunity |
(6) | Notice of refusal |
(7) | Member application to court |
(8) | Cooperative's application to court |
231(1) | List of persons entitled to receive notice |
(2) | List of persons entitled to receive notice |
(3) | Effect of list |
(4) | List of shareholders entitled to vote |
(5) | Entitlement to vote |
(6) | List of shareholders entitled to receive notice |
(7) | Entitlement to vote |
(8) | Examination of list |
232(1) | Lists |
(2) | Affidavit |
(3) | Request by Registrar |
(4) | Contents of list |
(5) | Permitted uses of list |
(6) | Non-inclusion of name on request |
233(1) | Quorum: members' meetings |
(2) | Quorum: shareholders' meetings |
(3) | Opening quorum sufficient |
(4) | Adjournment |
234(1) | Limited proxy voting |
(2) | Rules for proxies |
(3) | Revocation of proxy |
(4) | Deposit of proxies |
235(1) | Representative |
(2) | Powers of representative |
(3) | Joint voting - members |
(4) | Joint voting - shareholders |
236(1) | Voting by show of hands |
(2) | Ballot |
(3) | Mail ballot |
237(1) | Signed resolution not passed at meeting |
(2) | |
238 | Proof |
239 | One shareholder meeting |
240(1) | Requisition of meeting of members |
(2) | Existing cooperatives |
(3) | Requisition of meeting of shareholders |
(4) | Form of requisition |
(5) | Directors calling meeting |
(6) | Member or shareholder calling meeting |
(7) | Procedure |
(8) | Reimbursement |
241(1) | Meeting called by the Registrar |
(2) | Varying quorum |
(3) | Valid meeting |
242(1) | Court review of election |
(2) | Powers of court |
243 | Compulsory sale of membership shares |
244(1) | Termination of membership |
(2) | Notice to member |
(3) | Notice of termination |
(4) | Appeal to meeting of members |
(5) | Decision of meeting |
(6) | Termination by meeting of members |
(7) | Termination not to have certain effects |
(8) | Membership continues |
(9) | Re-admittance |
245 | Withdrawal |
246(1) | Shares and loans upon termination of membership |
(2) | Price for shares |
(3) | Effect of termination of membership |
(3.1) | Rights and obligations re former member's shares |
(4) | Withdrawal not to have certain effects |
(5) | If address of member unknown |
(6) | Amounts paid to entitled persons |
247(1) | Contracts |
(2) | Performance |
PART 10 | |
PROXIES | |
248 | Definitions |
249 | Application of Part |
250(1) | Appointment of proxyholder |
(2) | Execution of proxy |
(3) | Validity of proxy |
(4) | Revocation of proxy |
(5) | Deposit of proxies |
251(1) | Mandatory distribution of forms of proxy |
(2) | Exception |
252(1) | Soliciting proxies |
(2) | Copy to commission |
(3) | When all shareholders are members |
253 | Exemption order |
254(1) | Attendance at meeting |
(2) | Rights of a proxyholder |
(3) | Voting by proxyholders |
255(1) | Duty of registrant |
(2) | Beneficial owner unknown |
(3) | Copies |
(4) | Instructions to registrant |
(5) | Beneficial owner as proxyholder |
(6) | Validity |
(7) | Limitation |
256(1) | Restraining order |
(2) | Notice to commission |
PART 11 | |
FINANCIAL DISCLOSURE | |
257(1) | Annual financial statements |
(2) | Annual financial statements to shareholders |
(3) | Exception |
258 | Exemption |
259(1) | Consolidated statements |
(2) | Examination |
(3) | Barring examination |
(4) | Notice to Registrar |
260 | Condition precedent to issue |
261(1) | Copies to shareholders |
(2) | Copies to members |
262(1) | Qualification of auditor |
(2) | Independence |
(3) | Duty to resign |
(4) | Disqualification order |
(5) | Exemption order |
(6) | Exception |
(7) | Validity of resolution |
(8) | Auditor's relationship to be disclosed in report |
263(1) | Appointment of auditor |
(2) | Eligibility |
(3) | Incumbent auditor |
(4) | Remuneration |
264(1) | Dispensing with auditor |
(2) | Limitation |
265(1) | Ceasing to hold office |
(2) | Effective time of resignation |
266(1) | Removal of auditor |
(2) | Vacancy |
267(1) | Filling vacancy |
(2) | Calling meeting |
(3) | Members filling vacancy |
(4) | Unexpired term |
268(1) | Auditor appointed by Registrar |
(2) | Exception |
269(1) | Right to attend meeting |
(2) | Duty to attend |
(3) | Notice to cooperative |
(4) | Statement of auditor |
(5) | Other statements |
(6) | Circulating statement |
(7) | Replacing auditor |
(8) | Exception |
(9) | Effect of non-compliance |
(10) | |
270(1) | Examination and report |
(2) | Reliance on other auditor |
(3) | Reasonableness |
(4) | Application |
271(1) | Right to information |
(2) | Information from subsidiaries |
(3) | No civil liability |
272(1) | Audit committee |
(2) | Exemption |
(3) | Duty of committee |
(4) | Auditor's attendance |
(5) | Calling meeting |
273(1) | Notice of errors |
(2) | Error in financial statements |
(3) | Duty of directors |
(4) | |
274 | Qualified privilege |
PART 12 | |
HOUSING COOPERATIVES | |
275(1) | Application |
(2) | Not for profit housing cooperative |
276(1) | Requirement of articles |
(2) | Requirement of articles |
(3) | Existing names |
277 | Special limitations |
278(1) | By-laws |
(2) | Other provisions in by-laws |
279(1) | Member occupancy rights |
(2) | Appeal |
(3) | Unsuccessful appeal |
280(1) | Application of 244(4) to (6) & (8) & (9) |
(2) | Appeal of termination of membership |
(3) | Registrar's functions |
(4) | Appeal tribunal hearing |
(5) | No further appeal |
(6) | Membership continues |
(7) | Re-admittance |
(8) | Occupancy during appeal |
(9) | Tribunal members list |
(10) | Remuneration of tribunal members |
(11) | Responsibility for costs of tribunals |
281 | Right to possession terminated |
282(1) | Member failing to give up residential unit |
(2) | Order of possession |
(3) | Appeal to Court of Appeal |
283 | Compensation for over holding past termination |
284(1) | Restriction on taking property |
(2) | Abandoned property |
285 | Inclusion in by-laws |
286(1) | Not for profit requirements |
(2) | Use of patronage return to adjust rent |
(3) | Permitted payments |
287(1) | No other payments permitted |
(2) | Limit on compensation |
(3) | Limit on compensation |
(4) | Contravention of subsection (1), (2) or (3) |
288 | Resolution for proposed fundamental change |
PART 13 | |
WORKER COOPERATIVES | |
289 | Application |
290(1) | Requirements of articles |
(2) | Non-member employees |
(3) | Permanent employees |
291 | By-laws |
292(1) | Termination of membership |
(2) | Laid-off member |
(3) | Lay-off exceeding 2 years |
(4) | Confirmation on appeal |
(5) | Deemed confirmation |
293 | Directors |
294 | Reorganization |
295 | Dissolution |
PART 14 | |
FUNDAMENTAL CHANGES | |
296 | Interpretation |
297(1) | Amendment of articles |
(2) | Clerical errors |
(3) | Filing articles of amendment |
(4) | Revocation |
(5) | Restriction on amendment |
(6) | Type of cooperative |
(7) | Cooperative basis |
298(1) | Proposal to amend |
(2) | Notice of amendment |
299(1) | Amendment of articles: separate votes |
(2) | Exception |
(3) | Deeming provision |
(4) | Limitation |
(5) | Right to vote |
(6) | Separate resolutions |
300(1) | Delivery of articles |
(2) | Reduction of stated capital |
301 | Certificate of amendment |
302(1) | Effect of certificate |
(2) | Existing rights preserved |
303(1) | Restated articles |
(2) | Delivery of articles |
(3) | Restated certificate |
(4) | Effect of certificate |
304(1) | Amalgamation |
(2) | Amalgamation with a body corporate |
305(1) | Amalgamation agreement |
(2) | Cancellation of certain shares |
306(1) | Agreement to be submitted for approval |
(2) | Notice of meeting |
(3) | Right to vote |
(4) | Class vote |
(5) | Approvals required |
(6) | Termination |
(7) | Amalgamations under clause 304(2)(a) |
(8) | Further requirements |
(9) | Amalgamations under clause 304(2)(b) or (c) |
(10) | Further requirements |
307(1) | Vertical short-form amalgamation |
(2) | Horizontal short-form amalgamation |
308(1) | Articles of amalgamation |
(2) | Attached declarations |
(3) | Adequate notice |
(4) | Certificate of amalgamation |
(5) | Additional information |
309 | Effect of certificate of amalgamation |
310(1) | Arrangement |
(2) | Joint arrangement |
(3) | Scheme of arrangement |
311(1) | Arrangement to be submitted for approval |
(2) | Notice of meeting |
(3) | Right to vote |
(4) | Class vote |
(5) | Approvals required |
(6) | Termination of proposed arrangement |
312(1) | Articles of arrangement |
(2) | Attached declarations |
(3) | Adequate notice to creditors |
(4) | Certificate of arrangement |
313(1) | Time of effect |
(2) | Effect of certificate |
(3) | Dissolution |
314(1) | Continuance |
(2) | Continuance for the purpose of amalgamation |
(3) | Amendments in articles of continuance |
(4) | Articles of continuance |
(5) | Continuance and amalgamation |
315(1) | Certificate of continuance |
(2) | Certificate of continuance with amalgamation |
(3) | Reliance |
(4) | Effect of certificate |
(5) | Copy of certificate |
(6) | Rights preserved |
(7) | Membership shares |
(8) | Issued shares |
(9) | Conversion privilege |
(10) | Definition of "share" |
316(1) | Continuance: other provincial Acts |
(2) | Notice of meeting |
(3) | Result of continuance |
(4) | Revocation |
(5) | Certificate of discontinuance |
(6) | Time of discontinuance |
317(1) | Continuance: other jurisdictions |
(2) | Continuance and amalgamation |
(3) | Notice of meeting |
(4) | Revocation |
(5) | Certificate of discontinuance |
(6) | Time of discontinuance |
(7) | Requirements for continuance |
318(1) | Shareholders right to vote |
(2) | Class vote |
319(1) | Extraordinary disposition |
(2) | Notice |
(3) | Right to vote |
(4) | Class vote |
(5) | Approval |
(6) | Abandonment |
320(1) | Right to dissent |
(2) | Further right |
(3) | Dissent |
(4) | Effect if dissent |
(5) | Notice of resolution |
(6) | Notice |
(7) | Rights of members |
(8) | Share certificates |
(9) | Forfeiture |
(10) | Endorsing certificate |
(11) | Suspension of rights |
(12) | Reinstatement |
(13) | Offer to pay |
(14) | Same terms |
(15) | Payment |
(16) | Application to court |
(17) | If no application |
(18) | No security for costs |
(19) | Parties |
(20) | Powers of court |
(21) | Notice if subsection (23) or (24) applies |
(22) | Effect if subsection (23) or (24) applies |
(23) | Limitation |
(24) | Instalments |
(25) | Interest on instalments |
(26) | Former member who dissented |
321(1) | Reorganization |
(2) | Limitation |
(3) | Powers of court |
(4) | Further powers |
(5) | Articles of reorganization |
(6) | Certificate of reorganization |
(7) | Effect of certificate |
(8) | No dissent |
PART 15 | |
INVESTIGATIONS | |
322(1) | Special audit |
(2) | Expenses of audit |
(3) | Production of books |
323(1) | Investigations |
(2) | Grounds |
(3) | No security for costs |
324(1) | Powers of court |
(2) | Copy of report |
325(1) | Powers of inspector |
(2) | Exchange of information |
(3) | Court order |
326(1) | Hearing in private |
(2) | Right to counsel |
327 | Incriminating statements |
328 | Absolute privilege: defamation |
329(1) | "Security" defined |
(2) | Information respecting ownership and control |
(3) | Deemed interest in securities |
(4) | Publication |
330 | Solicitor-client privilege |
331 | Inquiries |
PART 16 | |
RECEIVERS AND RECEIVER MANAGERS | |
332(1) | Functions of receiver |
(2) | If receiver not manager |
333 | Functions of receiver-manager |
334 | Directors' powers cease |
335(1) | If receiver appointed by court |
(2) | If receiver appointed pursuant to instrument |
(3) | Duty |
336 | Directions given by court |
337(1) | Required action |
(2) | Liability of receiver for wages |
(3) | Receiver subrogated |
(4) | Rights of director who pays receiver |
PART 17 | |
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 |
(4) | Date or revival |
(5) | Rights preserved |
(6) | Legal actions |
340(1) | Dissolution if no property and no liability |
(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 |
(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) | |
(2) |