C.C.S.M. c. C223
The Cooperatives Act
Table of Contents
PART 1 | ||
INTERPRETATION AND APPLICATION | ||
1 | Definitions | |
(2) | Registered common-law relationship | |
2 | Control | |
(2) | Holding body corporate | |
(3) | Subsidiary | |
(4) | Affiliates | |
(5) | Associates | |
3 | Deemed distribution to the public | |
(2) | Distribution to the public | |
(3) | Exemption | |
4 | Cooperative basis | |
(2) | Restrictions on membership | |
(3) | Exception re voting | |
5 | Application of Act | |
(2) | No application to credit unions | |
6 | Powers of existing cooperatives | |
7 | Designation of Registrar | |
(2) | Designation of employee of another department | |
(2.1) | Responsibilities of the Registrar | |
(3) | Delegation by Registrar | |
7.1 | Designation of Superintendent | |
(2) | Designation of employee of another department | |
(3) | Responsibilities of the Superintendent | |
(4) | Delegation by Superintendent | |
7.2 | Disclosure between Registrar and Superintendent | |
PART 2 | ||
INCORPORATION | ||
8 | Application by individuals | |
(2) | Application by corporations | |
(3) | Application by cooperatives | |
9 | Articles of incorporation | |
(2) | Additional provisions | |
(3) | Special majorities | |
(4) | Voting number | |
10 | Signatures | |
(2) | Consent of first directors | |
(3) | Address | |
11 | Copy of by-laws to Registrar | |
(2) | Registrar's order re by-laws | |
12 | By-laws: mandatory provisions | |
(2) | By-laws: other provisions | |
13 | Cooperative basis | |
14 | Issuance of certificate of incorporation | |
(2) | Additional information | |
15 | If membership too low | |
16 | Effect of certificate | |
17 | Name of cooperative | |
(1.1) | Use of full word or abbreviation | |
(2) | Name of certain cooperatives must 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 | Prohibited use of cooperative designations | |
(2) | Prohibition against holding out | |
(3) | Exception | |
19 | Reservation of name | |
(2) | Assignment of number | |
20 | "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 | Certificate of amendment | |
(2) | Effect of certificate | |
22 | 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 | Capacity of a cooperative | |
(2) | Extra-territorial capacity | |
24 | Powers of a cooperative | |
(2) | Restricted business or powers | |
(3) | Rights preserved | |
25 | 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 | Registered office | |
(2) | Change of location | |
(3) | Change of address | |
(4) | Notice of change | |
(5) | Annexation or amalgamation of municipalities | |
28 | 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 | Examination of records | |
(3) | Copies of by-laws and articles to creditors | |
30 | Form of records | |
(2) | Precautions | |
31 | Corporate seal | |
(2) | Seal not necessary for validity | |
32 | Annual return | |
33 | Copies of financial statements to Superintendent | |
(1.1) | Application of subsection (1) | |
(2) | Subsidiary cooperative | |
34 | Special return | |
(2) | Contents of special return | |
35 | Offence | |
(2) | Relief by court | |
35.1 | Definitions | |
(2) | Agreements re extra-provincial matters | |
(3) | Regulations | |
(4) | Application of regulations | |
(5) | Regulation prevails | |
PART 5 | ||
CORPORATE FINANCE | ||
36 | Loan capital | |
(2) | Holders of member loans rank equally | |
37 | Certificate of membership and right to vote | |
38 | Par value of membership shares | |
39 | Membership shares | |
(2) | Shares required to qualify as member | |
(3) | Shares to be issued as patronage shares | |
(4) | Attributes of membership shares | |
40 | Member's right to vote | |
(2) | Voting right not attached to share | |
(3) | Equal membership rights | |
41 | Issuance of membership shares | |
(2) | Membership shares at par value | |
42 | 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 | Non par value shares | |
(2) | Continued cooperative | |
44 | Shares in series | |
(2) | Series participation | |
(3) | Restrictions on series | |
(4) | Copy of resolution to Superintendent | |
45 | Pre-emptive right | |
(2) | Limitation | |
46 | Commissions | |
47 | Charge on investment shares | |
(2) | Enforcement | |
48 | 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 | 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 | 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 | Redemption of investment shares | |
(2) | Limitation | |
(3) | Purchase or redemption of investment shares | |
65 | Alternative investment share acquisition | |
66 | Limitation on purchase or redemption | |
(2) | Further limitations | |
67 | Cancellation or resurrection of shares | |
68 | Enforcement of contract to buy shares | |
(2) | Right of claimant | |
69 | Money owing a debt | |
70 | Prohibited loans and guarantees | |
(2) | Permitted loans and guarantees | |
(3) | Enforceability | |
71 | No personal liability | |
72 | Lien on member's interest | |
(2) | Charge on investment shares | |
73 | Enforcement of liens and charges | |
74 | Borrowing powers | |
75 | 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 | 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 | Reduction of capital | |
(2) | Limitation on reductions | |
(3) | Exception | |
(4) | If several stated capital accounts | |
(5) | Court order | |
(6) | Limitation period | |
80 | 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 | Options and rights | |
(2) | Conversion for members only | |
(3) | Conditions | |
(4) | Transferability | |
81.1 | Restriction regarding bearer investment shares | |
(2) | Replacement | |
82 | Reserves | |
83 | Holding own shares | |
(2) | Disposal of shares | |
84 | Exception for holding own shares | |
(2) | Holding own shares by way of security | |
85 | Form of dividend | |
(2) | Stated capital account | |
(3) | Stated capital account | |
86 | Limitation on paying dividends | |
87 | Debt obligations | |
(2) | Cancellation, etc. | |
88 | Application of The Securities Act | |
(2) | Application of sections 89 to 91 | |
89 | Offering statement | |
(2) | Material changes | |
(3) | Further offering statements | |
(4) | Restraint on issue after material change | |
(5) | Issue of receipts | |
(6) | Ruling | |
(7) | [Repealed] | |
89.1 | When no offering statement required | |
89.2 | 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 | Cease trading order | |
(1.1) | Notice of cease trading order | |
(2) | Opportunity to be heard | |
91 | 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 | Definitions | |
(2) | Negotiable instruments | |
(3) | Registered form | |
(4) | Order form | |
(5) | Bearer form | |
(6) | Guarantor for issuer | |
93 | Application | |
94 | Transferability | |
(2) | Fee | |
95 | Allotment of shares | |
(2) | Security certificate | |
(3) | Joint owners | |
96 | Signatures | |
(2) | Form of signature | |
(3) | Former director | |
(4) | Certificates as evidence of title | |
97 | Membership share and member loan certificates | |
98 | Certificates for securities | |
(2) | Notation of restrictions | |
(3) | Restrictions, etc. | |
(4) | Restrictions | |
(5) | Conspicuous notation | |
(6) | Effect of failure to note constraint | |
99 | Contents of certificate | |
(2) | Copy of information | |
100 | Fractional shares | |
(1.1) | Replacement | |
(2) | Conditions | |
(3) | Voting rights | |
(4) | Exercise of voting rights | |
101 | 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 | Transmission of securities | |
(2) | Excepted transmissions | |
(3) | Right of cooperative | |
110 | Securities register | |
(2) | Location of register | |
(3) | Branch registers | |
(4) | Contents of branch register | |
111 | Destruction of certificates | |
112 | Agent | |
113 | Registration | |
114 | Overissue | |
(2) | Rights of recipient of overissued security | |
(3) | Increase in capital | |
115 | Exemptions | |
116 | Rules of action | |
117 | Delivery of securities | |
(2) | Limitation | |
118 | Incorporation by reference | |
(2) | Purchaser without notice | |
119 | Validity of security | |
120 | Defence | |
121 | Other defences fail | |
122 | Deemed notice | |
(2) | Stale security | |
123 | Unauthorized signature | |
(2) | Limited effectiveness | |
124 | Completion of form | |
125 | Enforceability | |
126 | Fraud | |
127 | Guarantees | |
(2) | Liability | |
128 | Acquisition of rights | |
(2) | Claim free | |
(3) | No better position | |
129 | Limited interests | |
130 | Deemed notice | |
(2) | Name | |
131 | No duty to inquire | |
(2) | Third party holding | |
132 | Deemed notice | |
133 | Events not constituting adverse claim | |
(2) | Staleness | |
134 | Guarantee | |
(2) | Limitation on guarantee | |
135 | Content of guarantee | |
136 | Guarantee of intermediary | |
137 | Guarantee of broker | |
138 | Right to compel endorsement | |
139 | Definition of "appropriate person" | |
(2) | Time for determination | |
140 | 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 | Effect of unauthorized endorsement | |
(2) | Liability of issuer | |
147 | Guarantee of guarantor of signature | |
(2) | Guarantee of guarantor of endorsement | |
(3) | Extent of liability | |
148 | Presumption of delivery | |
149 | Presumption of ownership | |
(2) | Ownership of part of fungible bulk | |
(3) | Notice to securities broker of adverse claim | |
150 | Delivery of security | |
(2) | Duty to deliver | |
(3) | Delivery to securities broker | |
151 | Right to reclaim possession | |
(2) | Recovery when unauthorized endorsement | |
152 | Right to requisites for registration | |
(2) | Rescission of transfer | |
153 | Seizure of security | |
154 | Not liable if good faith delivery | |
155 | Duty to register transfer | |
(2) | Liability for delay | |
156 | 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 | Limited duty of inquiry | |
(2) | Discharge of duty | |
(3) | Duration of notice of adverse claim | |
159 | Inquiry into adverse claim | |
160 | Limitation on issuer's liability | |
(2) | Duty of issuer on default | |
161 | 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 | Application | |
(2) | Exemptions | |
166 | Conflict of interest | |
(2) | Eliminating conflict of interest | |
(3) | Validity despite conflict | |
(4) | Removal of trustee | |
167 | Qualification of trustee | |
168 | List of security holders | |
(2) | Duty of issuer | |
(3) | Corporate applicant | |
(4) | Contents of statutory declaration | |
(5) | Use of list | |
169 | Evidence of compliance | |
(2) | Duty of issuer or guarantor | |
170 | Contents of declaration, etc. | |
171 | Further evidence of compliance | |
172 | 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 | Power to enact by-laws | |
(3) | Member approval | |
(4) | By-law not confirmed | |
(5) | Notice required | |
180 | Effect of by-law passed by members | |
(2) | Effect of by-law passed by directors | |
(3) | Where by-law not approved | |
(4) | New resolution of directors | |
181 | Proposal of by-law | |
182 | Organizational meeting | |
(2) | Calling meeting | |
183 | Directors to be members | |
(2) | Where shareholders elect directors | |
184 | Qualifications of directors | |
(2) | Additional qualifications | |
(3) | Status of directors | |
(4) | Resident in Canada | |
185 | Terms of office | |
186 | Election of directors | |
(2) | Staggered terms | |
(3) | No stated term | |
(4) | Incumbent directors | |
(5) | Consent to nomination | |
(6) | Consent in writing | |
187 | 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 | Election of directors | |
(2) | Cumulative voting | |
190 | Ceasing to hold office | |
(2) | Effective date of resignation | |
191 | Removal of directors | |
(2) | Vacancy | |
192 | Right to attend meetings | |
193 | Resignation statement | |
(2) | Opposition statement | |
(3) | Circulation of statement | |
(4) | Immunity for statement | |
194 | 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 | Notice of change of directors | |
(2) | Effect of notice | |
197 | Meeting of directors | |
198 | Quorum | |
(1.1) | Quorum re multi-stakeholder cooperatives | |
(2) | Quorum may act | |
199 | Qualifications of majority | |
(2) | Exception | |
200 | Notice of meeting | |
(2) | Waiver of notice | |
(3) | Where notice not required | |
201 | Electronic meetings | |
(2) | Presence | |
(3) | Notice of electronic meeting | |
202 | Delegation | |
(2) | Residency | |
(3) | Delegation | |
(4) | Powers | |
(5) | Membership on committee | |
(6) | Duties | |
203 | Validity of acts of directors and officers | |
204 | Resolution in lieu of meeting | |
(2) | Keeping resolution | |
205 | Liability of directors | |
(2) | Further liability | |
(3) | Contribution | |
(4) | Recovery | |
(5) | Order of court | |
(6) | No liability | |
(7) | Limitation period | |
206 | Liability of directors for wages | |
(2) | Conditions precedent to liability | |
(3) | Limitation period | |
(4) | Amount due after execution | |
(5) | Subrogation | |
(6) | Contribution | |
207 | 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 | Limitation on voting | |
(2) | Approval by members | |
209 | Continuing disclosure | |
210 | Avoidance standards | |
(2) | Application to court | |
211 | Officers | |
212 | Duty of care of directors and officers | |
(2) | Duty to comply | |
(3) | No exculpation | |
(4) | Interpretation | |
213 | Dissent | |
(2) | Loss of right to dissent | |
(3) | Dissent of absent director | |
(4) | Reliance on statements | |
214 | Indemnification | |
(2) | Advance of costs | |
(3) | Indemnification in derivative actions | |
(4) | Right to indemnify | |
(5) | Directors' and officers' insurance | |
215 | Application to court | |
(2) | Notice to interested persons | |
216 | Remuneration | |
217 | 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 |