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) |