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The Cooperatives Act

C.C.S.M. c. C223

The Cooperatives Act

PART 1
INTERPRETATION AND APPLICATION
1 (1) Definitions
(2) Registered common-law relationship
2 (1) Control
(2) Holding body corporate
(3) Subsidiary
(4) Affiliates
(5) Associates
3 (1) Deemed distribution to the public
(2) Distribution to the public
(3) Exemption
4 (1) Cooperative basis
(2) Restrictions on membership
(3) Exception re voting
5 (1) Application of Act
(2) No application to credit unions
6 Powers of existing cooperatives
7 (1) Designation of Registrar
(2) Duties
(3) Delegation by Registrar
PART 2
INCORPORATION
8 (1) Application by individuals
(2) Application by corporations
(3) Application by cooperatives
9 (1) Articles of incorporation
(2) Additional provisions
(3) Special majorities
(4) Voting number
10 (1) Signatures
(2) Consent of first directors
(3) Address
11 (1) Copy of by-laws to Registrar
(2) Registrar's order re by-laws
12 (1) By-laws: mandatory provisions
(2) By-laws: other provisions
13 Cooperative basis
14 (1) Issuance of certificate of incorporation
(2) Additional information
15 If membership too low
16 Effect of certificate
17 (1) Name of cooperative
(1.1) Use of full word or abbreviation
(2) Name to reflect type
(3) Existing names
(4) Alternative name
(5) Name in any language form
(6) Use of symbols
(7) Publication of name
(8) Other name
18 (1) Prohibited use of cooperative designations
(2) Prohibition against holding out
(3) Exception
19 (1) Reservation of name
(2) Assignment of number
20 (1) "Business" or "association" defined
(2) Prohibited names
(3) Names similar to other bodies corporate
(4) Names similar to other businesses or associations
(5) Reserved name
(6) Undertaking not carried out
(7) Directing change of name
(8) Directing change of where number assigned
(9) Revoking name
21 (1) Certificate of amendment
(2) Effect of certificate
22 (1) Personal liability under pre-incorporation contracts
(2) Adoption of pre-incorporation contracts
(3) Application to court
(4) Exemption from personal liability
PART 3
CAPACITY AND POWERS
23 (1) Capacity of a cooperative
(2) Extra-territorial capacity
24 (1) Powers of a cooperative
(2) Restricted business or powers
(3) Rights preserved
25 (1) No constructive notice
(2) Constructive notice of articles and by-laws
26 Restrictions on defences by cooperatives and guarantors
PART 4
REGISTERED OFFICE, RECORDS AND RETURNS
27 (1) Registered office
(2) Change of location
(3) Change of address
(4) Notice of change
(5) Annexation or amalgamation of municipalities
28 (1) Records
(2) Accounting and directors' records
(3) Place for keeping records
(4) Accounting records in Manitoba
(5) Exception
(6) Rescind order
(7) Trustee's register of securities
(8) Notice of order
29 (1) Examination of records
(2)
(3) Copies of by-laws and articles to creditors
30 (1) Form of records
(2) Precautions
31 (1) Corporate seal
(2) Seal not necessary for validity
32 Annual return
33 (1) Copies of financial statements to Registrar
(1.1) Application of subsection (1)
(2) Subsidiary cooperative
34 (1) Special return
(2) Contents of special return
35 (1) Offence
(2) Relief by court
PART 5
CORPORATE FINANCE
36 (1) Loan capital
(2) Holders of member loans rank equally
37 Certificate of membership and right to vote
38 Par value of membership shares
39 (1) Membership shares
(2) Shares required to qualify as member
(3) Shares to be issued as patronage shares
(4) Attributes of membership shares
40 (1) Member's right to vote
(2) Voting right not attached to share
(3) Equal membership rights
41 (1) Issuance of membership shares
(2) Membership shares at par value
42 (1) Investment shares
(2) No voting rights
(3) Exception
(4) Limit on shareholders' directors
(5) Election of director by shareholders
(6) One share, one vote
(7) Members may exercise rights of an investment shareholder
(8) Special investment shares
43 (1) Non par value shares
(2) Continued cooperative
44 (1) Shares in series
(2) Series participation
(3) Restrictions on series
(4) Copy of resolution to Registrar
45 (1) Pre-emptive right
(2) Limitation
46 Commissions
47 (1) Charge on investment shares
(2) Enforcement
48 (1) Constraints on shares
(2) Limitation of prohibition of investment shares
(3) Change or removal of constraint
(4) Revocation
49 Regulations
50 Validity of acts
51 (1) Power to issue shares
(2) Liability of members and shareholders
(3) Consideration
(4) Consideration other than money
(5) Property
52 Requirements respecting distribution of surplus
53 Allocation of surplus
54 Computation of business done
55 Allocation of surplus to non-members
56 Credit to non-member patron's account
57 Non-payment of small returns
58 (1) Use of patronage return for shares
(2) Contents of by-law
58.1 Use of patronage returns for any class of membership shares
59 Repurchase of shares
60 Compulsory loan of patronage returns
61 Effect of marketing plans
62 Community service cooperatives
63 Purchase of membership shares by cooperative
64 (1) Redemption of investment shares
(2) Limitation
(3) Purchase or redemption of investment shares
65 Alternative investment share acquisition
66 (1) Limitation on purchase or redemption
(2) Further limitations
67 Cancellation or resurrection of shares
68 (1) Enforcement of contract to buy shares
(2) Right of claimant
69 Money owing a debt
70 (1) Prohibited loans and guarantees
(2) Permitted loans and guarantees
(3) Enforceability
71 No personal liability
72 (1) Lien on member's interest
(2) Charge on investment shares
73 Enforcement of liens and charges
74 Borrowing powers
75 (1) Stated capital account
(2) Consideration for shares
(3) Exception for non arm's length transactions
(4) Limit on additions to a stated capital account
(5) Constraint on additions to a stated capital account
(6) Membership share inclusion
76 (1) Other additions to stated capital account
(2) Transitional
(3) Transitional
(4) Continued cooperative
(5) Membership shares with a par value
77 Restriction
78 Retained earnings accounts
79 (1) Reduction of capital
(2) Limitation on reductions
(3) Exception
(4) If several stated capital accounts
(5) Court order
(6) Limitation period
80 (1) Adjustment of stated capital account
(2) If special resolution
(3) Class or series
(4) Stated capital of interconvertible shares
(5) Exception
(6) Conversion or change of investment shares
(7) Effect on number of unissued shares
81 (1) Options and rights
(2) Conversion for members only
(3) Conditions
(4) Transferability
82 Reserves
83 (1) Holding own shares
(2) Disposal of shares
84 (1) Exception for holding own shares
(2) Holding own shares by way of security
85 (1) Form of dividend
(2) Stated capital account
(3) Stated capital account
86 Limitation on paying dividends
87 (1) Debt obligations
(2) Cancellation, etc.
88 (1) Application of The Securities Act
(2) Application of sections 89 to 91
89 (1) Offering statement
(2) Material changes
(3) Further offering statements
(4) Restraint on issue after material change
(5) Issue of receipts
(6) Ruling
(7) Repealed
89.1 When no offering statement required
89.2 (1) Request for exemption order
(2) Approval of disclosure documents
(3) Issuing and amending exemption order
(4) Conditions of exemption order
(5) Notice of material changes
(6) Restraint on issue after material change
(7) Duty to provide disclosure documents
90 (1) Cease trading order
(1.1) Notice of cease trading order
(2) Opportunity to be heard
91 (1) Offering statement and cooling-off period
(2) Cooling-off period if no offering statement required
91.1 Notice to purchasers
PART 6
SHARE CERTIFICATES, MEMBERSHIPS AND TRANSFERS
92 (1) Definitions
(2) Negotiable instruments
(3) Registered form
(4) Order form
(5) Bearer form
(6) Guarantor for issuer
93 Application
94 (1) Transferability
(2) Fee
95 (1) Allotment of shares
(2) Security certificate
(3) Joint owners
96 (1) Signatures
(2) Form of signature
(3) Former director
(4) Certificates as evidence of title
97 Membership share and member loan certificates
98 (1) Certificates for securities
(2) Notation of restrictions
(3) Restrictions, etc.
(4) Restrictions
(5) Conspicuous notation
(6) Effect of failure to note constraint
99 (1) Contents of certificate
(2) Copy of information
100 (1) Fractional shares
(2) Conditions
(3) Voting rights
(4) Exercise of voting rights
101 (1) Membership certificates
(2) Membership certificates
102 Transfers of memberships etc.
103 Dealings with registered owner
104 Constructive registered owner
105 Permissible registered owner
106 Limitation on duties of cooperative
107 Minors
108 Joint owners
109 (1) Transmission of securities
(2) Excepted transmissions
(3) Right of cooperative
110 (1) Securities register
(2) Location of register
(3) Branch registers
(4) Contents of branch register
111 Destruction of certificates
112 Agent
113 Registration
114 (1) Overissue
(2) Rights of recipient of overissued security
(3) Increase in capital
115 Exemptions
116 Rules of action
117 (1) Delivery of securities
(2) Limitation
118 (1) Incorporation by reference
(2) Purchaser without notice
119 Validity of security
120 Defence
121 Other defences fail
122 (1) Deemed notice
(2) Stale security
123 (1) Unauthorized signature
(2) Limited effectiveness
124 Completion of form
125 Enforceability
126 Fraud
127 (1) Guarantees
(2) Liability
128 (1) Acquisition of rights
(2) Claim free
(3) No better position
129 Limited interests
130 (1) Deemed notice
(2) Name
131 (1) No duty to inquire
(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
140 (1) Endorsement
(2) Blank or special
(3) Blank endorsement
(4) Special endorsement
(5) Right of holder
141 Immunity of endorser
142 Partial endorsement
143 Effect of failure by fiduciary to comply
144 Effect of endorsement without delivery
145 Endorsement in bearer form
146 (1) Effect of unauthorized endorsement
(2) Liability of issuer
147 (1) Guarantee of guarantor of signature
(2) Guarantee of guarantor of endorsement
(3) Extent of liability
148 Presumption of delivery
149 (1) Presumption of ownership
(2) Ownership of part of fungible bulk
(3) Notice to securities broker of adverse claim
150 (1) Delivery of security
(2) Duty to deliver
(3) Delivery to securities broker
151 (1) Right to reclaim possession
(2) Recovery when unauthorized endorsement
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
158 (1) Limited duty of inquiry
(2) Discharge of duty
(3) Duration of notice of adverse claim
159 Inquiry into adverse claim
160 (1) Limitation on issuer's liability
(2) Duty of issuer on default
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
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