.png){kind=small}
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 | |