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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 |