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The Cooperatives Act

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) Request to access members or shareholders list
(2) Affidavit in support of request
(2.1) Refusing access to list
(3) Request by Registrar
(4) Contents of list
(5) Prohibited uses of list
(6) Non-inclusion of name on request
(7) Trafficking in lists
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) Voting generally
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 — cooperatives that are not multi-stakeholder
(4.1) Appeals — multi-stakeholder cooperatives
(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) Repealed
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) Repealed
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) Submitting names for appeal tribunal members list
(9.1) Registrar may specify submission date
(9.2) Registrar to maintain appeal tribunal members list
(9.3) Training for appeal tribunal members
(10) Remuneration of appeal tribunal members
(11) Responsibility for certain costs of appeal tribunals
(12) Presiding members list for appeal tribunals
(13) Term of appointment
(14) Remuneration of presiding members
(15) Training for presiding members of appeal 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) and (3) Repealed
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
293.1 General manager may be a director
293.2 Worker members on audit committee
294 Reorganization
295 Dissolution
PART 13.1
MULTI-STAKEHOLDER COOPERATIVES
295.1 Application
295.2 Articles of incorporation — mandatory requirements
295.3 Registrar's discretion to refuse to accept articles
295.4 (1) Articles — provisions regarding membership shares
(2) Attributes of membership shares
(3) Articles — supporting members' stakeholder group
295.5 No share capital
295.6 Stakeholder group determining membership
295.7 (1) Partial application of Part 12
(2) How Part 12 applies to a multi-stakeholder cooperative that has a for profit housing group
(3) How Part 12 applies to a multi-stakeholder cooperative that has a not for profit housing group
295.8 Restriction on changing type of cooperative
295.9 (1) Partial application of Part 13
(2) How Part 13 applies to a multi-stakeholder cooperative that has a worker group
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) Repealed
(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
(1.1) Application of 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)