C.C.S.M. c. C223
| | |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
