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S.M. 1998, c. 52
THE COOPERATIVES AND CONSEQUENTIAL AMENDMENTS ACT
Table of Contents
| PART 1 | |
| INTERPRETATION AND APPLICATION | |
| 1 | Definitions |
| 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) | |
| (2) | Additional information |
| 15 | If membership too low |
| 16 | Effect of certificate |
| 17(1) | Name of cooperative |
| (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 |
| (2) | Subsidiary cooperative |
| 34(1) | Special return |
| (2) | Contents of special return |
| 35(1) | Offence |
| (2) | Relief by court |
| PART 5 | |
| CORPORATE FINANCE | |
| 36 | Loan capital |
| 37 | Certificate of membership and right to vote |
| 38 | Par value |
| 39(1) | Membership shares |
| (2) | Equal rights |
| (3) | Membership shares |
| 40(1) | Right to vote |
| (2) | No right to vote |
| 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 | Use of return to non-members for memberships |
| 57 | Non-payment of small returns |
| 58(1) | Use of patronage return for shares |
| (2) | Contents of by-law |
| 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) | Exception |
| 90(1) | Cease trading orders |
| (2) | Opportunity to be heard |
| 91 | Obligation to provide offering statement |
| 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 |
| 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 |
| (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) | Offence |
| 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) | Offence |
| 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 | Order for possession |
| 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) | Approval |
| (2) | Notice of meeting |
| (3) | Right to vote |
| (4) | Class vote |
| (5) | Approval |
| (6) | Termination |
| (7) | Amalgamations under clause 304(2)(a) |
| (8) | Further requirements |
| (9) | Amalgamations under clause 304(2)(b) or © |
| (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) | Approval |
| (2) | Notice of meeting |
| (3) | Right to vote |
| (4) | Class vote |
| (5) | Adoption of arrangement |
| (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) | Liability of director or officer |
| (3) | Exception |
| 374 | General penalty |
| 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 |
| 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) | Reference to former Cooperatives Act |
| 396(1) | Continuance of former Act cooperatives |
| (2) | Amendment of articles |
| (3) | Failure to comply |
| (4) | Effect on members' and shareholders' rights |
| PART 20 | |
| CONSEQUENTIAL AMENDMENTS | |
| 397 | C.C.S.M. c. C220 amended |
| 398(1) | R.S.M. 1987, c. C223 amended |
| (2) | |
| (2) | Amalgamation with a body corporate |
| (3) | |
| (4) | |
| (5) | |
| (6) | Amalgamations under clause 137(2)(a) |
| (7) | Further requirements |
| (8) | Amalgamations under clause 137(2)(b) or © |
| (9) | Further requirements |
| (6) | |
| (1.1) | Continuance and amalgamation |
| (7) | |
| 399 | C.C.S.M. c. C224 amended |
| 400 | C.C.S.M. c. R119 amended |
| 401 | C.C.S.M. c. S50 amended |
| 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) |