C.C.S.M. c. C223
The Cooperatives Act
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) | Request to access members or shareholders list |
(2) | Affidavit in support of request | |
(2.1) | Refusing access to list | |
(3) | Request by Registrar | |
(4) | Contents of list | |
(5) | Prohibited uses of list | |
(6) | Non-inclusion of name on request | |
(7) | Trafficking in lists | |
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) | Voting generally | |
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 — cooperatives that are not multi-stakeholder | |
(4.1) | Appeals — multi-stakeholder cooperatives | |
(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 | |
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 | |
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 Superintendent | |
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 Superintendent |
(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) | Repealed | |
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) | Repealed | |
274 | Qualified privilege | |
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) | Superintendent's functions | |
(4) | Appeal tribunal hearing | |
(5) | No further appeal | |
(6) | Membership continues | |
(7) | Re-admittance | |
(8) | Occupancy during appeal | |
(9) | Submitting names for appeal tribunal members list | |
(9.1) | Superintendent may specify submission date | |
(9.2) | Superintendent to maintain appeal tribunal members list | |
(9.3) | Training for appeal tribunal members | |
(10) | Remuneration of appeal tribunal members | |
(11) | Responsibility for certain costs of appeal tribunals | |
(12) | Presiding members list for appeal tribunals | |
(13) | Term of appointment | |
(14) | Remuneration of presiding members | |
(15) | Training for presiding members of appeal tribunals | |
281 | Right to possession terminated | |
282 | (1) | Member failing to give up residential unit |
(2) | Order of possession | |
(3) | Repealed | |
(3.1) | Transitional — 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 | |
WORKER COOPERATIVES | ||
289 | Application | |
290 | (1) | Requirements of articles |
(2) and (3) | Repealed | |
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 | |
293.1 | General manager may be a director | |
293.2 | Worker members on audit committee | |
294 | Reorganization | |
295 | Dissolution | |
MULTI-STAKEHOLDER COOPERATIVES | ||
295.1 | Application | |
295.2 | Articles of incorporation — mandatory requirements | |
295.3 | Registrar's discretion to refuse to accept articles | |
295.4 | (1) | Articles — provisions regarding membership shares |
(2) | Attributes of membership shares | |
(3) | Articles — supporting members' stakeholder group | |
295.5 | No share capital | |
295.6 | Stakeholder group determining membership | |
295.7 | (1) | Partial application of Part 12 |
(2) | How Part 12 applies to a multi-stakeholder cooperative that has a for profit housing group | |
(3) | How Part 12 applies to a multi-stakeholder cooperative that has a not for profit housing group | |
295.8 | Restriction on changing type of cooperative | |
295.9 | (1) | Partial application of Part 13 |
(2) | How Part 13 applies to a multi-stakeholder cooperative that has a worker group | |
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 | |
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 | |
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 | |
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 | |
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) | Repealed | |
(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 or Superintendent |
(2) | Deemed refusal | |
378 | (1) | Appeal from Registrar's decision |
(1.1) | Appeal from Superintendent's decision | |
(2) | No liability | |
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) | Certification by Registrar or Superintendent |
(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 or Superintendent |
(2) | Form of proof | |
(3) | Authentication | |
388 | (1) | Regulations |
(1.1) | Application of 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 or Superintendent |
(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 | ||
REPEAL, C.C.S.M. REFERENCE, COMING INTO FORCE | ||
402 | Repeal | |
403 | C.C.S.M. reference | |
404 | (1) | Coming into force |
(2) |