C.C.S.M. c. C223
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|
| PART 1
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| 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
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7(1)
| Designation of Registrar
|
(2)
| Duties
|
(3)
| Delegation by Registrar
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| PART 2
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| INCORPORATION
|
8(1)
| Application by individuals
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(2)
| Application by corporations
|
(3)
| Application by cooperatives
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9(1)
| Articles of incorporation
|
(2)
| Additional provisions
|
(3)
| Special majorities
|
(4)
| Voting number
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10(1)
| Signatures
|
(2)
| Consent of first directors
|
(3)
| Address
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11(1)
| Copy of by-laws to Registrar
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(2)
| Registrar's order re by-laws
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12(1)
| By-laws: mandatory provisions
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(2)
| By-laws: other provisions
|
13
| Cooperative basis
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14(1)
| Issuance of certificate of incorporation
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(2)
| Additional information
|
15
| If membership too low
|
16
| Effect of certificate
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17(1)
| Name of cooperative
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(1.1)
| Use of full word or abbreviation
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(2)
| Name to reflect type
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(3)
| Existing names
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(4)
| Alternative name
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(5)
| Name in any language form
|
(6)
| Use of symbols
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(7)
| Publication of name
|
(8)
| Other name
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18(1)
| Prohibited use of cooperative designations
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(2)
| Prohibition against holding out
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(3)
| Exception
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19(1)
| Reservation of name
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(2)
| Assignment of number
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20(1)
| "Business" or "association" defined
|
(2)
| Prohibited names
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(3)
| Names similar to other bodies corporate
|
(4)
| Names similar to other businesses or associations
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(5)
| Reserved name
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(6)
| Undertaking not carried out
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(7)
| Directing change of name
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(8)
| Directing change of where number assigned
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(9)
| Revoking name
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21(1)
| Certificate of amendment
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(2)
| Effect of certificate
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22(1)
| Personal liability under pre-incorporation contracts
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(2)
| Adoption of pre-incorporation contracts
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(3)
| Application to court
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(4)
| Exemption from personal liability
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| PART 3
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| CAPACITY AND POWERS
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23(1)
| Capacity of a cooperative
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(2)
| Extra-territorial capacity
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24(1)
| Powers of a cooperative
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(2)
| Restricted business or powers
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(3)
| Rights preserved
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25(1)
| No constructive notice
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(2)
| Constructive notice of articles and by-laws
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26
| Restrictions on defences by cooperatives and guarantors
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| PART 4
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| REGISTERED OFFICE, RECORDS AND RETURNS
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27(1)
| Registered office
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(2)
| Change of location
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(3)
| Change of address
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(4)
| Notice of change
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(5)
| Annexation or amalgamation of municipalities
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28(1)
| Records
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(2)
| Accounting and directors' records
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(3)
| Place for keeping records
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(4)
| Accounting records in Manitoba
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(5)
| Exception
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(6)
| Rescind order
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(7)
| Trustee's register of securities
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(8)
| Notice of order
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29(1)
| Examination of records
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(2)
|
|
(3)
| Copies of by-laws and articles to creditors
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30(1)
| Form of records
|
(2)
| Precautions
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31(1)
| Corporate seal
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(2)
| Seal not necessary for validity
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32
| Annual return
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33(1)
| Copies of financial statements to Registrar
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(1.1)
| Application of subsection (1)
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(2)
| Subsidiary cooperative
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34(1)
| Special return
|
(2)
| Contents of special return
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35(1)
| Offence
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(2)
| Relief by court
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| PART 5
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| CORPORATE FINANCE
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36(1)
| Loan capital
|
(2)
| Holders of member loans rank equally
|
37
| Certificate of membership and right to vote
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38
| Par value of membership shares
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39(1)
| Membership shares
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(2)
| Shares required to qualify as member
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(3)
| Shares to be issued as patronage shares
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(4)
| Attributes of membership shares
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40(1)
| Member's right to vote
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(2)
| Voting right not attached to share
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(3)
| Equal membership rights
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41(1)
| Issuance of membership shares
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(2)
| Membership shares at par value
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42(1)
| Investment shares
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(2)
| No voting rights
|
(3)
| Exception
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(4)
| Limit on shareholders' directors
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(5)
| Election of director by shareholders
|
(6)
| One share, one vote
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(7)
| Members may exercise rights of an investment shareholder
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(8)
| Special investment shares
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43(1)
| Non par value shares
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(2)
| Continued cooperative
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44(1)
| Shares in series
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(2)
| Series participation
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(3)
| Restrictions on series
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(4)
| Copy of resolution to Registrar
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45(1)
| Pre-emptive right
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(2)
| Limitation
|
46
| Commissions
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47(1)
| Charge on investment shares
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(2)
| Enforcement
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48(1)
| Constraints on shares
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(2)
| Limitation of prohibition of investment shares
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(3)
| Change or removal of constraint
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(4)
| Revocation
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49
| Regulations
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50
| Validity of acts
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51(1)
| Power to issue shares
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(2)
| Liability of members and shareholders
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(3)
| Consideration
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(4)
| Consideration other than money
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(5)
| Property
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52
| Requirements respecting distribution of surplus
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53
| Allocation of surplus
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54
| Computation of business done
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55
| Allocation of surplus to non-members
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56
| Credit to non-member patron's account
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57
| Non-payment of small returns
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58(1)
| Use of patronage return for shares
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(2)
| Contents of by-law
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58.1
| Use of patronage returns for any class of membership shares
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59
| Repurchase of shares
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60
| Compulsory loan of patronage returns
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61
| Effect of marketing plans
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62
| Community service cooperatives
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63
| Purchase of membership shares by cooperative
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64(1)
| Redemption of investment shares
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(2)
| Limitation
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(3)
| Purchase or redemption of investment shares
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65
| Alternative investment share acquisition
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66(1)
| Limitation on purchase or redemption
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(2)
| Further limitations
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67
| Cancellation or resurrection of shares
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68(1)
| Enforcement of contract to buy shares
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(2)
| Right of claimant
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69
| Money owing a debt
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70(1)
| Prohibited loans and guarantees
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(2)
| Permitted loans and guarantees
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(3)
| Enforceability
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71
| No personal liability
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72(1)
| Lien on member's interest
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(2)
| Charge on investment shares
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73
| Enforcement of liens and charges
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74
| Borrowing powers
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75(1)
| Stated capital account
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(2)
| Consideration for shares
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(3)
| Exception for non arm's length transactions
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(4)
| Limit on additions to a stated capital account
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(5)
| Constraint on additions to a stated capital account
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(6)
| Membership share inclusion
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76(1)
| Other additions to stated capital account
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(2)
| Transitional
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(3)
| Transitional
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(4)
| Continued cooperative
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(5)
| Membership shares with a par value
|
77
| Restriction
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78
| Retained earnings accounts
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79(1)
| Reduction of capital
|
(2)
| Limitation on reductions
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(3)
| Exception
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(4)
| If several stated capital accounts
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(5)
| Court order
|
(6)
| Limitation period
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80(1)
| Adjustment of stated capital account
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(2)
| If special resolution
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(3)
| Class or series
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(4)
| Stated capital of interconvertible shares
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(5)
| Exception
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(6)
| Conversion or change of investment shares
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(7)
| Effect on number of unissued shares
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81(1)
| Options and rights
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(2)
| Conversion for members only
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(3)
| Conditions
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(4)
| Transferability
|
82
| Reserves
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83(1)
| Holding own shares
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(2)
| Disposal of shares
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84(1)
| Exception for holding own shares
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(2)
| Holding own shares by way of security
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85(1)
| Form of dividend
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(2)
| Stated capital account
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(3)
| Stated capital account
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86
| Limitation on paying dividends
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87(1)
| Debt obligations
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(2)
| Cancellation, etc.
|
88(1)
| Application of The Securities Act
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(2)
| Application of sections 89 to 91
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89(1)
| Offering statement
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(2)
| Material changes
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(3)
| Further offering statements
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(4)
| Restraint on issue after material change
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(5)
| Issue of receipts
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(6)
| Ruling
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(7)
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|
89.1
| When no offering statement required
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89.2(1)
| Request for exemption order
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(2)
| Approval of disclosure documents
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(3)
| Issuing and amending exemption order
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(4)
| Conditions of exemption order
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(5)
| Notice of material changes
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(6)
| Restraint on issue after material change
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(7)
| Duty to provide disclosure documents
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90(1)
| Cease trading order
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(1.1)
| Notice of cease trading order
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(2)
| Opportunity to be heard
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91(1)
| Offering statement and cooling-off period
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(2)
| Cooling-off period if no offering statement required
|
91.1
| Notice to purchasers
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| PART 6
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| SHARE CERTIFICATES, MEMBERSHIPS AND TRANSFERS
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92(1)
| Definitions
|
(2)
| Negotiable instruments
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(3)
| Registered form
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(4)
| Order form
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(5)
| Bearer form
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(6)
| Guarantor for issuer
|
93
| Application
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94(1)
| Transferability
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(2)
| Fee
|
95(1)
| Allotment of shares
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(2)
| Security certificate
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(3)
| Joint owners
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96(1)
| Signatures
|
(2)
| Form of signature
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(3)
| Former director
|
(4)
| Certificates as evidence of title
|
97
| Membership share and member loan certificates
|
98(1)
| Certificates for securities
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(2)
| Notation of restrictions
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(3)
| Restrictions, etc.
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(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
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(2)
| Excepted transmissions
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(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
|