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S.M. 1998, c. 52: Table of Contents

S.M. 1998, c. 52

THE COOPERATIVES AND CONSEQUENTIAL AMENDMENTS ACT


Section Table of Contents Français
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)