C.C.S.M. c. C223
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| PART 1
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| INTERPRETATION AND APPLICATION
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| 1
| (1)
| Definitions
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|
| (2)
| Registered common-law relationship
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| 2
| (1)
| Control
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|
| (2)
| Holding body corporate
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|
| (3)
| Subsidiary
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| (4)
| Affiliates
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| (5)
| Associates
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| 3
| (1)
| Deemed distribution to the public
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|
| (2)
| Distribution to the public
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| (3)
| Exemption
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| 4
| (1)
| Cooperative basis
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|
| (2)
| Restrictions on membership
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| (3)
| Exception re voting
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| 5
| (1)
| Application of Act
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|
| (2)
| No application to credit unions
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| 6
|
| Powers of existing cooperatives
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| 7
| (1)
| Designation of Registrar
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|
| (2)
| Duties
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|
| (3)
| Delegation by Registrar
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| PART 2
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| INCORPORATION
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| 8
| (1)
| Application by individuals
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| (2)
| Application by corporations
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| (3)
| Application by cooperatives
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| 9
| (1)
| Articles of incorporation
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|
| (2)
| Additional provisions
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| (3)
| Special majorities
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| (4)
| Voting number
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| 10
| (1)
| Signatures
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|
| (2)
| Consent of first directors
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|
| (3)
| Address
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| 11
| (1)
| Copy of by-laws to Registrar
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|
| (2)
| Registrar's order re by-laws
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| 12
| (1)
| By-laws: mandatory provisions
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|
| (2)
| By-laws: other provisions
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| 13
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| Cooperative basis
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| 14
| (1)
| Issuance of certificate of incorporation
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|
| (2)
| Additional information
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| 15
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| If membership too low
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| 16
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| Effect of certificate
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| 17
| (1)
| Name of cooperative
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|
| (1.1)
| Use of full word or abbreviation
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|
| (2)
| Name of certain cooperatives must reflect type
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|
| (3)
| Existing names
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|
| (4)
| Alternative name
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|
| (5)
| Name in any language form
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|
| (6)
| Use of symbols
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|
| (7)
| Publication of name
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|
| (8)
| Other name
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| 18
| (1)
| Prohibited use of cooperative designations
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|
| (2)
| Prohibition against holding out
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|
| (3)
| Exception
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| 19
| (1)
| Reservation of name
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|
| (2)
| Assignment of number
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| 20
| (1)
| "Business" or "association" defined
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|
| (2)
| Prohibited names
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|
| (3)
| Names similar to other bodies corporate
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|
| (4)
| Names similar to other businesses or associations
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|
| (5)
| Reserved name
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|
| (6)
| Undertaking not carried out
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|
| (7)
| Directing change of name
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|
| (8)
| Directing change of where number assigned
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|
| (9)
| Revoking name
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| 21
| (1)
| Certificate of amendment
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|
| (2)
| Effect of certificate
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| 22
| (1)
| Personal liability under pre-incorporation contracts
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|
| (2)
| Adoption of pre-incorporation contracts
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|
| (3)
| Application to court
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|
| (4)
| Exemption from personal liability
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| PART 3
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| CAPACITY AND POWERS
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| 23
| (1)
| Capacity of a cooperative
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|
| (2)
| Extra-territorial capacity
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| 24
| (1)
| Powers of a cooperative
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|
| (2)
| Restricted business or powers
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|
| (3)
| Rights preserved
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| 25
| (1)
| No constructive notice
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|
| (2)
| Constructive notice of articles and by-laws
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| 26
|
| Restrictions on defences by cooperatives and guarantors
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| PART 4
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| REGISTERED OFFICE, RECORDS AND RETURNS
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| 27
| (1)
| Registered office
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|
| (2)
| Change of location
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|
| (3)
| Change of address
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|
| (4)
| Notice of change
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|
| (5)
| Annexation or amalgamation of municipalities
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| 28
| (1)
| Records
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|
| (2)
| Accounting and directors' records
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|
| (3)
| Place for keeping records
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|
| (4)
| Accounting records in Manitoba
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|
| (5)
| Exception
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|
| (6)
| Rescind order
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|
| (7)
| Trustee's register of securities
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|
| (8)
| Notice of order
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| 29
| (1)
| Examination of records
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|
| (2)
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|
|
| (3)
| Copies of by-laws and articles to creditors
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| 30
| (1)
| Form of records
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|
| (2)
| Precautions
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| 31
| (1)
| Corporate seal
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|
| (2)
| Seal not necessary for validity
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| 32
|
| Annual return
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| 33
| (1)
| Copies of financial statements to Registrar
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|
| (1.1)
| Application of subsection (1)
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|
| (2)
| Subsidiary cooperative
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| 34
| (1)
| Special return
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|
| (2)
| Contents of special return
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| 35
| (1)
| Offence
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|
| (2)
| Relief by court
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| PART 5
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| CORPORATE FINANCE
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| 36
| (1)
| Loan capital
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|
| (2)
| Holders of member loans rank equally
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| 37
|
| Certificate of membership and right to vote
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| 38
|
| Par value of membership shares
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| 39
| (1)
| Membership shares
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|
| (2)
| Shares required to qualify as member
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|
| (3)
| Shares to be issued as patronage shares
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|
| (4)
| Attributes of membership shares
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| 40
| (1)
| Member's right to vote
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|
| (2)
| Voting right not attached to share
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|
| (3)
| Equal membership rights
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| 41
| (1)
| Issuance of membership shares
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|
| (2)
| Membership shares at par value
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| 42
| (1)
| Investment shares
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|
| (2)
| No voting rights
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|
| (3)
| Exception
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|
| (4)
| Limit on shareholders' directors
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|
| (5)
| Election of director by shareholders
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|
| (6)
| One share, one vote
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|
| (7)
| Members may exercise rights of an investment shareholder
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|
| (8)
| Special investment shares
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| 43
| (1)
| Non par value shares
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|
| (2)
| Continued cooperative
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| 44
| (1)
| Shares in series
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|
| (2)
| Series participation
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|
| (3)
| Restrictions on series
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|
| (4)
| Copy of resolution to Registrar
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| 45
| (1)
| Pre-emptive right
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|
| (2)
| Limitation
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| 46
|
| Commissions
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| 47
| (1)
| Charge on investment shares
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|
| (2)
| Enforcement
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| 48
| (1)
| Constraints on shares
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|
| (2)
| Limitation of prohibition of investment shares
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|
| (3)
| Change or removal of constraint
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|
| (4)
| Revocation
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| 49
|
| Regulations
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| 50
|
| Validity of acts
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| 51
| (1)
| Power to issue shares
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|
| (2)
| Liability of members and shareholders
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|
| (3)
| Consideration
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|
| (4)
| Consideration other than money
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|
| (5)
| Property
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| 52
|
| Requirements respecting distribution of surplus
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| 53
|
| Allocation of surplus
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| 54
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| Computation of business done
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| 55
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| Allocation of surplus to non-members
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| 56
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| Credit to non-member patron's account
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| 57
|
| Non-payment of small returns
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| 58
| (1)
| Use of patronage return for shares
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|
| (2)
| Contents of by-law
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| 58.1
|
| Use of patronage returns for any class of membership shares
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| 59
|
| Repurchase of shares
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| 60
|
| Compulsory loan of patronage returns
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| 61
|
| Effect of marketing plans
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| 62
|
| Community service cooperatives
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| 63
|
| Purchase of membership shares by cooperative
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| 64
| (1)
| Redemption of investment shares
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|
| (2)
| Limitation
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|
| (3)
| Purchase or redemption of investment shares
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| 65
|
| Alternative investment share acquisition
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| 66
| (1)
| Limitation on purchase or redemption
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|
| (2)
| Further limitations
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| 67
|
| Cancellation or resurrection of shares
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| 68
| (1)
| Enforcement of contract to buy shares
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|
| (2)
| Right of claimant
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| 69
|
| Money owing a debt
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| 70
| (1)
| Prohibited loans and guarantees
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|
| (2)
| Permitted loans and guarantees
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|
| (3)
| Enforceability
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| 71
|
| No personal liability
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| 72
| (1)
| Lien on member's interest
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|
| (2)
| Charge on investment shares
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| 73
|
| Enforcement of liens and charges
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| 74
|
| Borrowing powers
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| 75
| (1)
| Stated capital account
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|
| (2)
| Consideration for shares
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|
| (3)
| Exception for non arm's length transactions
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|
| (4)
| Limit on additions to a stated capital account
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|
| (5)
| Constraint on additions to a stated capital account
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|
| (6)
| Membership share inclusion
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| 76
| (1)
| Other additions to stated capital account
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|
| (2)
| Transitional
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|
| (3)
| Transitional
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|
| (4)
| Continued cooperative
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|
| (5)
| Membership shares with a par value
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| 77
|
| Restriction
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| 78
|
| Retained earnings accounts
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| 79
| (1)
| Reduction of capital
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|
| (2)
| Limitation on reductions
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|
| (3)
| Exception
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|
| (4)
| If several stated capital accounts
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|
| (5)
| Court order
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|
| (6)
| Limitation period
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| 80
| (1)
| Adjustment of stated capital account
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|
| (2)
| If special resolution
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|
| (3)
| Class or series
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|
| (4)
| Stated capital of interconvertible shares
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|
| (5)
| Exception
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|
| (6)
| Conversion or change of investment shares
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|
| (7)
| Effect on number of unissued shares
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| 81
| (1)
| Options and rights
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|
| (2)
| Conversion for members only
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|
| (3)
| Conditions
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| (4)
| Transferability
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| 82
|
| Reserves
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| 83
| (1)
| Holding own shares
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|
| (2)
| Disposal of shares
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| 84
| (1)
| Exception for holding own shares
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|
| (2)
| Holding own shares by way of security
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| 85
| (1)
| Form of dividend
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|
| (2)
| Stated capital account
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|
| (3)
| Stated capital account
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| 86
|
| Limitation on paying dividends
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| 87
| (1)
| Debt obligations
|
|
| (2)
| Cancellation, etc.
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| 88
| (1)
| Application of The Securities Act
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|
| (2)
| Application of sections 89 to 91
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| 89
| (1)
| Offering statement
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|
| (2)
| Material changes
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|
| (3)
| Further offering statements
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|
| (4)
| Restraint on issue after material change
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|
| (5)
| Issue of receipts
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|
| (6)
| Ruling
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|
| (7)
| Repealed
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| 89.1
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| When no offering statement required
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| 89.2
| (1)
| Request for exemption order
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|
| (2)
| Approval of disclosure documents
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|
| (3)
| Issuing and amending exemption order
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|
| (4)
| Conditions of exemption order
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|
| (5)
| Notice of material changes
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|
| (6)
| Restraint on issue after material change
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|
| (7)
| Duty to provide disclosure documents
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| 90
| (1)
| Cease trading order
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|
| (1.1)
| Notice of cease trading order
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|
| (2)
| Opportunity to be heard
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| 91
| (1)
| Offering statement and cooling-off period
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|
| (2)
| Cooling-off period if no offering statement required
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| 91.1
|
| Notice to purchasers
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| PART 6
|
| SHARE CERTIFICATES, MEMBERSHIPS AND TRANSFERS
|
| 92
| (1)
| Definitions
|
|
| (2)
| Negotiable instruments
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|
| (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
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|
| (2)
| Security certificate
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|
| (3)
| Joint owners
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| 96
| (1)
| Signatures
|
|
| (2)
| Form of signature
|
|
| (3)
| Former director
|
|
| (4)
| Certificates as evidence of title
|
| 97
|
| Membership share and member loan certificates
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| 98
| (1)
| Certificates for securities
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|
| (2)
| Notation of restrictions
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|
| (3)
| Restrictions, etc.
|
|
| (4)
| Restrictions
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|
| (5)
| Conspicuous notation
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|
| (6)
| Effect of failure to note constraint
|
| 99
| (1)
| Contents of certificate
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|
| (2)
| Copy of information
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| 100
| (1)
| Fractional shares
|
|
| (2)
| Conditions
|
|
| (3)
| Voting rights
|
|
| (4)
| Exercise of voting rights
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| 101
| (1)
| Membership certificates
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|
| (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
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|
| (2)
| Excepted transmissions
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|
| (3)
| Right of cooperative
|
| 110
| (1)
| Securities register
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|
| (2)
| Location of register
|
|
| (3)
| Branch registers
|
|
| (4)
| Contents of branch register
|
| 111
|
| Destruction of certificates
|
| 112
|
| Agent
|
| 113
|
| Registration
|
| 114
| (1)
| Overissue
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|
| (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
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|
| (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
|
|
| (1.1)
| Quorum re multi-stakeholder cooperatives
|
|
| (2)
| Quorum may act
|
| 199
| (1)
| Qualifications of majority
|
|
| (2)
| Exception
|
| 200
| (1)
| Notice of meeting
|
|
| (2)
| Waiver of notice
|
|
| (3)
| Where notice not required
|
| 201
| (1)
| Electronic meeting
|
|
| (2)
| Presence
|
| 202
| (1)
| Delegation
|
|
| (2)
| Residency
|
|
| (3)
| Delegation
|
|
| (4)
| Powers
|
|
| (5)
| Membership on committee
|
|
| (6)
| Duties
|
| 203
|
| Validity of acts of directors and officers
|
| 204
| (1)
| Resolution in lieu of meeting
|
|
| (2)
| Keeping resolution
|
| 205
| (1)
| Liability of directors
|
|
| (2)
| Further liability
|
|
| (3)
| Contribution
|
|
| (4)
| Recovery
|
|
| (5)
| Order of court
|
|
| (6)
| No liability
|
|
| (7)
| Limitation period
|
| 206
| (1)
| Liability of directors for wages
|
|
| (2)
| Conditions precedent to liability
|
|
| (3)
| Limitation period
|
|
| (4)
| Amount due after execution
|
|
| (5)
| Subrogation
|
|
| (6)
| Contribution
|
| 207
| (1)
| Disclosure of director's interest in contract
|
|
| (2)
| Exemption
|
|
| (3)
| Time of disclosure for director
|
|
| (4)
| Time of disclosure for officer
|
|
| (5)
| Time of disclosure for director or officer
|
|
| (6)
| Access
|
|
| (7)
| Exception
|
| 208
| (1)
| Limitation on voting
|
|
| (2)
| Approval by members
|
| 209
|
| Continuing disclosure
|
| 210
| (1)
| Avoidance standards
|
|
| (2)
| Application to court
|
| 211
|
| Officers
|
| 212
| (1)
| Duty of care of directors and officers
|
|
| (2)
| Duty to comply
|
|
| (3)
| No exculpation
|
|
| (4)
| Interpretation
|
| 213
| (1)
| Dissent
|
|
| (2)
| Loss of right to dissent
|
|
| (3)
| Dissent of absent director
|
|
| (4)
| Reliance on statements
|
| 214
| (1)
| Indemnification
|
|
| (2)
| Advance of costs
|
|
| (3)
| Indemnification in derivative actions
|
|
| (4)
| Right to indemnify
|
|
| (5)
| Directors' and officers' insurance
|
| 215
| (1)
| Application to court
|
|
| (2)
| Notice to interested persons
|
| 216
|
| Remuneration
|
| 217
| (1)
| Restricting powers of directors
|
|
| (2)
| Deemed unanimous agreement
|
|
| (3)
| Investment shareholders
|
|
| (4)
| Where no notice given
|
|
| (5)
| Rights of members
|
|
| (6)
| Provisions re meetings
|
|
| (7)
| Documents
|
|
| (8)
| Notice of unanimous agreement
|
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