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C.C.S.M. c. C223
The Cooperatives Act
| PART 9 | |
| MEMBERS AND SHAREHOLDERS | |
| 218 | By-laws govern |
| 219(1) | Incorporators become members |
| (2) | Minimum share requirement |
| (3) | Application and approval |
| (4) | When membership effective |
| (5) | Age qualification |
| 220 | Members bound by articles and by-laws |
| 221 | Delegates |
| 222(1) | Place of members' meetings |
| (2) | Meetings outside Manitoba |
| (3) | Meetings outside Manitoba |
| (4) | Place of shareholders' meetings |
| (5) | Meetings outside Manitoba |
| (6) | Meetings outside Manitoba |
| (7) | Electronic meeting |
| (8) | Presence |
| 223(1) | Calling members' meetings |
| (2) | Business at first meeting |
| 224 | Calling meetings |
| 225(1) | Fixing record day |
| (2) | Notice of meetings |
| (3) | No record day under subsec. (1) |
| (4) | No record day under subsec. (2) |
| (5) | Where record day fixed |
| 226(1) | Notice of meetings |
| (2) | Notice of shareholder meetings — publicly traded shares |
| (3) | Exception |
| 227(1) | Adjournment |
| (2) | Notice of adjournment — meeting of members |
| (3) | Notice of adjournment — meeting of shareholders |
| 228(1) | Notice of business |
| (2) | Special business |
| 229 | Waiver of notice |
| 230(1) | Member proposal |
| (2) | Notice |
| (3) | Nomination for director |
| (4) | Exemptions |
| (5) | Immunity |
| (6) | Notice of refusal |
| (7) | Member application to court |
| (8) | Cooperative's application to court |
| 231(1) | List of persons entitled to receive notice |
| (2) | List of persons entitled to receive notice |
| (3) | Effect of list |
| (4) | List of shareholders entitled to vote |
| (5) | Entitlement to vote |
| (6) | List of shareholders entitled to receive notice |
| (7) | Entitlement to vote |
| (8) | Examination of list |
| 232(1) | 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 |
| (3.1) | Rights and obligations re former member's shares |
| (4) | Withdrawal not to have certain effects |
| (5) | If address of member unknown |
| (6) | Amounts paid to entitled persons |
| 247(1) | Contracts |
| (2) | Performance |
| PART 10 | |
| PROXIES | |
| 248 | Definitions |
| 249 | Application of Part |
| 250(1) | Appointment of proxyholder |
| (2) | Execution of proxy |
| (3) | Validity of proxy |
| (4) | Revocation of proxy |
| (5) | Deposit of proxies |
| 251(1) | Mandatory distribution of forms of proxy |
| (2) | Exception |
| 252(1) | Soliciting proxies |
| (2) | Copy to commission |
| (3) | When all shareholders are members |
| 253 | Exemption order |
| 254(1) | Attendance at meeting |
| (2) | Rights of a proxyholder |
| (3) | Voting by proxyholders |
| 255(1) | Duty of registrant |
| (2) | Beneficial owner unknown |
| (3) | Copies |
| (4) | Instructions to registrant |
| (5) | Beneficial owner as proxyholder |
| (6) | Validity |
| (7) | Limitation |
| 256(1) | Restraining order |
| (2) | Notice to commission |
| PART 11 | |
| FINANCIAL DISCLOSURE | |
| 257(1) | Annual financial statements |
| (2) | Annual financial statements to shareholders |
| (3) | Exception |
| 258 | Exemption |
| 259(1) | Consolidated statements |
| (2) | Examination |
| (3) | Barring examination |
| (4) | Notice to Registrar |
| 260 | Condition precedent to issue |
| 261(1) | Copies to shareholders |
| (2) | Copies to members |
| 262(1) | Qualification of auditor |
| (2) | Independence |
| (3) | Duty to resign |
| (4) | Disqualification order |
| (5) | Exemption order |
| (6) | Exception |
| (7) | Validity of resolution |
| (8) | Auditor's relationship to be disclosed in report |
| 263(1) | Appointment of auditor |
| (2) | Eligibility |
| (3) | Incumbent auditor |
| (4) | Remuneration |
| 264(1) | Dispensing with auditor |
| (2) | Limitation |
| 265(1) | Ceasing to hold office |
| (2) | Effective time of resignation |
| 266(1) | Removal of auditor |
| (2) | Vacancy |
| 267(1) | Filling vacancy |
| (2) | Calling meeting |
| (3) | Members filling vacancy |
| (4) | Unexpired term |
| 268(1) | Auditor appointed by Registrar |
| (2) | Exception |
| 269(1) | Right to attend meeting |
| (2) | Duty to attend |
| (3) | Notice to cooperative |
| (4) | Statement of auditor |
| (5) | Other statements |
| (6) | Circulating statement |
| (7) | Replacing auditor |
| (8) | Exception |
| (9) | Effect of non-compliance |
| (10) | |
| 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) | |
| 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(1) | Member failing to give up residential unit |
| (2) | Order of possession |
| (3) | Appeal to Court of Appeal |
| 283 | Compensation for over holding past termination |
| 284(1) | Restriction on taking property |
| (2) | Abandoned property |
| 285 | Inclusion in by-laws |
| 286(1) | Not for profit requirements |
| (2) | Use of patronage return to adjust rent |
| (3) | Permitted payments |
| 287(1) | No other payments permitted |
| (2) | Limit on compensation |
| (3) | Limit on compensation |
| (4) | Contravention of subsection (1), (2) or (3) |
| 288 | Resolution for proposed fundamental change |
| PART 13 | |
| WORKER COOPERATIVES | |
| 289 | Application |
| 290(1) | Requirements of articles |
| (2) | 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) | Agreement to be submitted for approval |
| (2) | Notice of meeting |
| (3) | Right to vote |
| (4) | Class vote |
| (5) | Approvals required |
| (6) | Termination |
| (7) | Amalgamations under clause 304(2)(a) |
| (8) | Further requirements |
| (9) | Amalgamations under clause 304(2)(b) or (c) |
| (10) | Further requirements |
| 307(1) | Vertical short-form amalgamation |
| (2) | Horizontal short-form amalgamation |
| 308(1) | Articles of amalgamation |
| (2) | Attached declarations |
| (3) | Adequate notice |
| (4) | Certificate of amalgamation |
| (5) | Additional information |
| 309 | Effect of certificate of amalgamation |
| 310(1) | Arrangement |
| (2) | Joint arrangement |
| (3) | Scheme of arrangement |
| 311(1) | Arrangement to be submitted for approval |
| (2) | Notice of meeting |
| (3) | Right to vote |
| (4) | Class vote |
| (5) | Approvals required |
| (6) | Termination of proposed arrangement |
| 312(1) | Articles of arrangement |
| (2) | Attached declarations |
| (3) | Adequate notice to creditors |
| (4) | Certificate of arrangement |
| 313(1) | Time of effect |
| (2) | Effect of certificate |
| (3) | Dissolution |
| 314(1) | Continuance |
| (2) | Continuance for the purpose of amalgamation |
| (3) | Amendments in articles of continuance |
| (4) | Articles of continuance |
| (5) | Continuance and amalgamation |
| 315(1) | Certificate of continuance |
| (2) | Certificate of continuance with amalgamation |
| (3) | Reliance |
| (4) | Effect of certificate |
| (5) | Copy of certificate |
| (6) | Rights preserved |
| (7) | Membership shares |
| (8) | Issued shares |
| (9) | Conversion privilege |
| (10) | Definition of "share" |
| 316(1) | Continuance: other provincial Acts |
| (2) | Notice of meeting |
| (3) | Result of continuance |
| (4) | Revocation |
| (5) | Certificate of discontinuance |
| (6) | Time of discontinuance |
| 317(1) | Continuance: other jurisdictions |
| (2) | Continuance and amalgamation |
| (3) | Notice of meeting |
| (4) | Revocation |
| (5) | Certificate of discontinuance |
| (6) | Time of discontinuance |
| (7) | Requirements for continuance |
| 318(1) | Shareholders right to vote |
| (2) | Class vote |
| 319(1) | Extraordinary disposition |
| (2) | Notice |
| (3) | Right to vote |
| (4) | Class vote |
| (5) | Approval |
| (6) | Abandonment |
| 320(1) | Right to dissent |
| (2) | Further right |
| (3) | Dissent |
| (4) | Effect if dissent |
| (5) | Notice of resolution |
| (6) | Notice |
| (7) | Rights of members |
| (8) | Share certificates |
| (9) | Forfeiture |
| (10) | Endorsing certificate |
| (11) | Suspension of rights |
| (12) | Reinstatement |
| (13) | Offer to pay |
| (14) | Same terms |
| (15) | Payment |
| (16) | Application to court |
| (17) | If no application |
| (18) | No security for costs |
| (19) | Parties |
| (20) | Powers of court |
| (21) | Notice if subsection (23) or (24) applies |
| (22) | Effect if subsection (23) or (24) applies |
| (23) | Limitation |
| (24) | Instalments |
| (25) | Interest on instalments |
| (26) | Former member who dissented |
| 321(1) | Reorganization |
| (2) | Limitation |
| (3) | Powers of court |
| (4) | Further powers |
| (5) | Articles of reorganization |
| (6) | Certificate of reorganization |
| (7) | Effect of certificate |
| (8) | No dissent |
| PART 15 | |
| INVESTIGATIONS | |
| 322(1) | Special audit |
| (2) | Expenses of audit |
| (3) | Production of books |
| 323(1) | Investigations |
| (2) | Grounds |
| (3) | No security for costs |
| 324(1) | Powers of court |
| (2) | Copy of report |
| 325(1) | Powers of inspector |
| (2) | Exchange of information |
| (3) | Court order |
| 326(1) | Hearing in private |
| (2) | Right to counsel |
| 327 | Incriminating statements |
| 328 | Absolute privilege: defamation |
| 329(1) | "Security" defined |
| (2) | Information respecting ownership and control |
| (3) | Deemed interest in securities |
| (4) | Publication |
| 330 | Solicitor-client privilege |
| 331 | Inquiries |
| PART 16 | |
| RECEIVERS AND RECEIVER MANAGERS | |
| 332(1) | Functions of receiver |
| (2) | If receiver not manager |
| 333 | Functions of receiver-manager |
| 334 | Directors' powers cease |
| 335(1) | If receiver appointed by court |
| (2) | If receiver appointed pursuant to instrument |
| (3) | Duty |
| 336 | Directions given by court |
| 337(1) | Required action |
| (2) | Liability of receiver for wages |
| (3) | Receiver subrogated |
| (4) | Rights of director who pays receiver |
| PART 17 | |
| LIQUIDATION, DISSOLUTION AND REVIVAL | |
| 338(1) | Distribution on dissolution |
| (2) | Dissolution of community service cooperatives |
| 339(1) | Revival |
| (2) | Articles of revival |
| (3) | Certificate of revival |
| (4) | Date or revival |
| (5) | Rights preserved |
| (6) | Legal actions |
| 340(1) | Dissolution if no property and no liability |
| (2) | Dissolution if property disposed of |
| (3) | Articles of dissolution |
| (4) | Certificate of dissolution |
| (5) | Effect of certificate |
| 341(1) | Proposing liquidation and dissolution |
| (2) | Notice of meeting |
| (3) | Approval |
| (4) | Statement of intent to dissolve |
| (5) | Certificate of intent to dissolve |
| (6) | Effect of certificate |
| (7) | Liquidation |
| 342(1) | Supervision by court |
| (2) | Notice to Registrar |
| 343(1) | Revocation |
| (2) | Certificate of revocation of intent to dissolve |
| (3) | Effect of certificate |
| 344(1) | Articles of dissolution |
| (2) | Certificate of dissolution |
| (3) | Effect of certificate |
| 345(1) | Dissolution by Registrar |
| (2) | Publication |
| (3) | Certificate of dissolution |
| (4) | Effect of certificate |
| 346(1) | Grounds for dissolution |
| (2) | Notice to Registrar |
| (3) | Dissolution order |
| (4) | Certificate |
| (5) | Effect of certificate |
| 347(1) | Further grounds |
| (2) | Alternate order |
| (3) | Application of section 366 |
| 348(1) | Application for supervision |
| (2) | Court supervision |
| 349(1) | Application to court |
| (2) | Show cause order |
| (3) | Powers of court |
| (4) | Publication |
| (5) | Person responsible |
| 350 | Powers of court |
| 351 | Effect of order |
| 352(1) | Cessation of business and powers |
| (2) | Delegation by liquidator |
| 353(1) | Appointment of liquidator |
| (2) | Vacancy |
| 354 | Duties of liquidator |
| 355(1) | Powers of liquidator |
| (2) | Defence |
| (3) | Application to court |
| (4) | Power of court |
| 356(1) | Costs of liquidation |
| (2) | Final accounts |
| (3) | Application |
| (4) | Publication |
| (5) | Final order |
| (6) | Delivery of order |
| (7) | Certificate of dissolution |
| (8) | Effect of certificate |
| 357 | Right to distribution in money |
| 358 | Powers of court |
| 359 | Custody of records |
| 360(1) | Heirs and representatives |
| (2) | Continuation of actions |
| (3) | Service |
| (4) | Reimbursement |
| (5) | Representative action |
| 361(1) | Unknown claimants |
| (2) | Deemed satisfaction |
| (3) | Recovery |
| 362(1) | Vesting in Crown |
| (2) | Return of property on revival |
| PART 18 | |
| REMEDIES, OFFENCES AND PENALTIES | |
| 363 | Definitions |
| 364(1) | Commencement of derivative action |
| (2) | Condition precedent |
| (3) | Powers of court |
| 365(1) | Application to court re oppression |
| (2) | Grounds |
| (3) | Types of order |
| (4) | Duty of directors members and shareholders |
| (5) | Exclusion |
| (6) | Limitation |
| (7) | Alternate order |
| 366(1) | Member or shareholder approval not decisive |
| (2) | Court approval to discontinue |
| (3) | Notice |
| (4) | No security for costs |
| (5) | Interim costs |
| 367(1) | Interpretation |
| (2) | Further interpretation |
| (3) | Membership shares |
| (4) | Deemed insiders |
| (5) | Prohibition of short sale |
| (6) | Calls and puts |
| (7) | Exception |
| (8) | Civil liability |
| (9) | Limitation |
| 368(1) | Application to court to rectify records |
| (2) | Power of court |
| 369 | Application for directions |
| 370 | Restraining or compliance order |
| 371 | Summary application to court |
| 372 | Appeal of final order |
| 373(1) | Offences with respect to reports |
| (2) | |
| (3) | Exception |
| 374(1) | Offence and penalty |
| (2) | Liability of directors and officers |
| 375 | Order to comply |
| 376(1) | Time limited for proceedings |
| (2) | Civil remedy not affected |
| 377(1) | Notice of refusal by Registrar |
| (2) | Deemed refusal |
| 378(1) | Appeal from Registrar's decision |
| (2) | No liability |
| PART 19 | |
| GENERAL PROVISIONS | |
| 379(1) | Notice to directors, members, and shareholders |
| (2) | Electronic delivery |
| (3) | Deemed receipt |
| (4) | Undelivered notices |
| (5) | Published notices |
| (6) | Posted notices |
| 380 | Notice to and service upon a cooperative |
| 381 | Waiver of notice |
| 382(1) | Certificate of Registrar |
| (2) | Evidence |
| 383(1) | Certificates issued by cooperatives |
| (2) | Proof |
| (3) | Security certificate |
| (4) | Membership certificate |
| 384 | Registrar may rely on declarations |
| 385(1) | Copies |
| (2) | Electronic submission of documents etc. |
| (3) | Time of receipt |
| (4) | Electronic storage |
| 386 | When notices or documents need not be sent |
| 387(1) | Proof required by Registrar |
| (2) | Form of proof |
| (3) | Authentication |
| 388(1) | Regulations |
| (2) | Fixing fees |
| 389(1) | Definition of "statement" |
| (2) | Filings |
| (3) | Time of effect of articles etc. |
| (4) | Signature |
| (5) | Time of discontinuance |
| (6) | Endorsement constitutes issue |
| 390 | Certificate of compliance |
| 391 | Alteration |
| 392(1) | Corrections |
| (2) | Date of corrected certificate |
| (3) | Notices |
| 393(1) | Inspection |
| (2) | Copies and extracts |
| (3) | Exceptions to subsections (1) and (2) |
| 394(1) | Form of records of Registrar |
| (2) | Obligation to furnish |
| (3) | Production of records limitation |
| (4) | Form of publication |
| 395(1) | Continuation of former letters patent, etc. |
| (2) | Amendments |
| (3) | Reference to old Companies Act |
| (4) | References to former Cooperatives Acts |
| 396(1) | Continuance of former Act cooperatives |
| (2) | Amendment of articles |
| (3) | Failure to comply |
| (4) | Effect on members' and shareholders' rights |
| 397 to 401 | |
| PART 21 | |
| REPEAL, C.C.S.M. REFERENCE, COMING INTO FORCE | |
| 402 | Repeal |
| 403 | C.C.S.M. reference |
| 404(1) | |
| (2) |