C.C.S.M. c. C223
The Cooperatives Act
PART 1 | |
INTERPRETATION AND APPLICATION | |
1(1) | Definitions |
(2) | Registered common-law relationship |
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) | Issuance of certificate of incorporation |
(2) | Additional information |
15 | If membership too low |
16 | Effect of certificate |
17(1) | Name of cooperative |
(1.1) | Use of full word or abbreviation |
(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 |
(1.1) | Application of subsection (1) |
(2) | Subsidiary cooperative |
34(1) | Special return |
(2) | Contents of special return |
35(1) | Offence |
(2) | Relief by court |
PART 5 | |
CORPORATE FINANCE | |
36(1) | Loan capital |
(2) | Holders of member loans rank equally |
37 | Certificate of membership and right to vote |
38 | Par value of membership shares |
39(1) | Membership shares |
(2) | Shares required to qualify as member |
(3) | Shares to be issued as patronage shares |
(4) | Attributes of membership shares |
40(1) | Member's right to vote |
(2) | Voting right not attached to share |
(3) | Equal membership rights |
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 | Credit to non-member patron's account |
57 | Non-payment of small returns |
58(1) | Use of patronage return for shares |
(2) | Contents of by-law |
58.1 | Use of patronage returns for any class of membership shares |
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) | |
89.1 | When no offering statement required |
89.2(1) | Request for exemption order |
(2) | Approval of disclosure documents |
(3) | Issuing and amending exemption order |
(4) | Conditions of exemption order |
(5) | Notice of material changes |
(6) | Restraint on issue after material change |
(7) | Duty to provide disclosure documents |
90(1) | Cease trading order |
(1.1) | Notice of cease trading order |
(2) | Opportunity to be heard |
91(1) | Offering statement and cooling-off period |
(2) | Cooling-off period if no offering statement required |
91.1 | Notice to purchasers |
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 |