R.S.M. 1987, c. C223

The Cooperatives Act

Back to the Act

Table of Contents

PART I INTERPRETATION
1		Definitions.
	(2)	Cooperative basis.
2		Deemed distribution to the public.
	(2)	Distribution to the public.
	(3)	Exemption.
3		Application of Act.
	(2)	No application to credit unions.
4		Powers of existing cooperatives.
PART II INCORPORATION
5		Application by individuals.
	(2)	Application by corporations.
6		Articles of incorporation.
	(2)	Additional provisions in articles.
	(3)	Consent of first directors.
	(4)	Charter by-laws.
	(5)	Approval of charter by-laws.
	(6)	Cooperative basis requirement.
7		Filing of articles and charter by-laws.
8		Certificate of incorporation.
9		Effect of certificate.
10		Name of cooperative.
	(2)	Alternative name.
	(3)	Name in any language form.
	(4)	Publication of name.
	(5)	Other name.
	(6)	Prohibited use of cooperative designations.
	(7)	Prohibition against holding out.
	(8)	Exception.
11		Reservation of name.
	(2)	Assignment of number.
	(1)	"Business or association" defined.
	(2)	Prohibited names.
	(3)	Cooperative not to be given similar name to body corporate.
	(4)	Cooperative not to be given similar name to business or association.
	(5)	Reserved name.
	(6)	Undertaking not carried out.
	(7)	Directing change of name.
	(8)	Directing change of name.
	(9)	Revoking name.
13		Certificate of amendment.
	(2)	Effect of certificate.
14		Personal liability under pre-incorporation contracts.
	(2)	Adoption of pre-incorporation contracts.
	(3)	Application to court.
	(4)	Exemption from personal liability.
PART III CAPACITY AND POWERS
15		Capacity of a cooperative.
	(2)	Extra-territorial capacity.
16		Powers of a cooperative.
	(2)	Restricted business or powers.
	(3)	Rights preserved.
17		No constructive notice.
	(2)	Constructive notice of articles and charter by-laws.
18		Authority of directors, officers and agents.
PART IV REGISTERED OFFICE AND RECORDS
19		Registered office.
	(2)	Change of location.
	(3)	Change of address.
	(4)	Notice of change.
	(5)	Annexation or amalgamation of municipalities.
20		Records.
	(2)	Directors records.
	(3)	Place of directors records.
	(4)	Records in Manitoba.
	(5)	Exception.
	(6)	Rescind order.
	(7)	Trustee's register of securities.
	(8)	Notice of order.
21		Examination of records.
	(2)	Copies of records.
22		Form of records.
	(2)	Precautions.
23		Corporate seal.
PART V CORPORATE FINANCE
24		Shares.
	(2)	Class of shares.
	(3)	Entitlement to vote.
	(4)	Authorized capital.
	(5)	Limitation on holding.
25		Issue of shares.
	(2)	Common shares at par value.
	(3)	Liability of shareholder.
	(4)	Consideration.
	(5)	Consideration other than money.
	(6)	Property.
26		Certificate of membership and right to vote.
27		"Surplus" defined.
28		Requirements respecting distribution of surplus.
29		Allocation of surplus.
30		Computation of business done.
31		Allocation of surplus to non-members.
32		Use of dividend to non-members for purchase of shares.
33		Non-payment of small dividends.
34		Use of patronage dividend for purchase of shares.
35		Repurchase of shares.
36		Compulsory loan of patronage dividends.
37		Use of patronage dividend to adjust rent.
38		Effect of marketing plans.
39		Community service cooperatives.
40		Purchase of common shares by cooperative.
	(2)	Purchase price.
	(3)	Other terms and prices.
41		Limitations on redemptions.
	(2)	Further limitations.
42		Money owing a debt.
43		Prohibited loans and guarantees.
	(2)	Exceptions.
	(3)	Enforceability.
44		Member immunity.
	(2)	Lien on member's interest.
	(3)	Enforcement of lien.
PART VI SHARE CERTIFICATES, MEMBERSHIPS AND TRANSFERS
45		Personal estate.
46		Allotment of shares.
47		Share certificates.
	(2)	Signatures.
	(3)	Certificates as evidence of title.
	(4)	Particulars of issue on share certificate.
	(5)	Furnishing text of particulars.
	(6)	Waiver of share certificate.
48		Membership certificates.
49		Transfers of shares or memberships.
50		Dealings with registered holder.
	(2)	Constructive registered holder.
	(3)	Permissible registered holder.
	(4)	Immunity of cooperative.
	(5)	Infants.
	(6)	Joint holders.
	(7)	Transmission of securities.
	(8)	Excepted transmissions.
	(9)	Right of cooperative.
PART VII TRUST INDENTURES
51		Definitions.
	(2)	Application.
	(3)	Exemption.
52		Conflict of interest.
	(2)	Eliminating conflict of interest.
	(3)	Validity.
	(4)	Removal of trustee.
53		Qualification of trustee.
54		List of security holders.
	(2)	Duty of issuer.
	(3)	Corporate applicant.
	(4)	Contents of statutory declaration.
	(5)	Use of list.
55		Evidence of compliance.
	(2)	Duty of issuer of guarantor.
56		Contents of declaration, etc.
57		Further evidence of compliance.
58		Trustee may require evidence of compliance.
	(2)	Certificate of compliance.
59		Notice of default.
60		Duty of care.
61		Reliance on statements.
62		No exculpation.
PART VIII DIRECTORS AND BY-LAWS
63		Power to manage.
	(2)	Number of directors.
64		Power to enact by-laws.
	(2)	Charter by-laws.
	(3)	Ordinary by-laws.
	(4)	Member approval.
	(5)	Enactment and confirmation.
	(6)	Effective date of charter by-laws.
	(7)	Effective date of ordinary by-laws.
	(8)	Proposal to enact by-law.
65		Organization meeting.
	(2)	Calling meeting.
66		Qualification of directors.
	(2)	Further qualifications.
67		Terms of office.
68		Election of directors.
	(2)	Staggered terms.
	(3)	No stated term.
	(4)	Incumbent directors.
	(5)	Vacancy among candidates.
69		Ceasing to hold office.
	(2)	Effective date of resignation.
70		Removal of directors.
	(2)	Vacancy.
71		Attendance at meetings.
	(2)	Statement of director.
	(3)	Circulating statement.
	(4)	Immunity.
72		Filling vacancy.
	(2)	Calling meeting.
	(3)	Members filling vacancy.
73		Number of directors.
74		Notice of change of directors.
	(2)	Application to court.
75		Meeting of directors.
	(2)	Quorum.
	(3)	Notice of meeting.
	(4)	Waiver of notice.
	(5)	Adjournment.
	(6)	Participation by telephone.
76		Delegation.
	(2)	Limits on authority.
77		Validity of acts of directors and officers.
78		Resolution in lieu of meeting.
	(2)	Filing resolution.
79		Liability of directors.
	(2)	Further liability of directors.
	(3)	Contribution.
	(4)	Recovery.
	(5)	Order of court.
	(6)	No liability.
	(7)	Limitation.
80		Liability of directors for wages.
	(2)	Conditions precedent to liability.
	(3)	Limitation.
	(4)	Amount due after execution.
	(5)	Subrogation of director.
	(6)	Contribution.
81		Disclosure of interested director contract
	(2)	Time of disclosure for director.
	(3)	Time of disclosure for officer.
	(4)	Time of disclosure for director or officer.
	(5)	Voting.
	(6)	Approval by members.
	(7)	Continuing disclosure.
	(8)	Avoidance standards.
	(9)	Application to court.
82		Officers.
83		Duty of care of directors and officers.
	(2)	Duty to comply.
	(3)	No exculpation.
	(4)	Interpretation.
84		Dissent
	(2)	Loss of right to dissent.
	(3)	Dissent of absent director.
	(4)	Reliance on statements.
85		Indemnification.
	(2)	Indemnification in derivative actions.
	(3)	Right to indemnify.
	(4)	Directors' and officers' insurance.
	(5)	Application to court
	(6)	Notice to Registrar.
	(7)	Other notice.
86		Remuneration.
PART IX RETURNS
87		Returns.
	(2)	Financial statement.
	(3)	Filing with Registrar.
	(4)	Exception.
	(5)	Filing fees.
88		Special return.
	(2)	Contents of special return.
89		Offence.
	(2)	Relief by court.
PART X MEMBERS
90		Incorporators become members.
	(2)	Application and approval.
	(3)	Effective date.
	(4)	Age qualification.
	(5)	Members bound by articles and charter by-laws.
91		Delegates.
92		Place of meetings.
	(2)	Meetings outside Manitoba.
	(3)	Meetings outside Manitoba.
93		Calling meetings.
94		Fixing record date.
	(2)	Notice of meeting.
	(3)	No record date fixed.
	(4)	Where record date fixed.
95		Notice of meeting.
	(2)	Exception.
	(3)	Adjournment.
	(4)	Notice of adjourned meeting.
	(5)	Business.
	(6)	Notice of business.
96		Waiver of notice.
97		Member proposal.
	(2)	Notice.
	(3)	Supporting statement
	(4)	Nomination for director.
	(5)	Exemptions.
	(6)	Immunity.
	(7)	Notice of refusal.
	(8)	Member application to court.
	(9)	Cooperative's application to court
	(10)	Registrar entitled to notice.
98		Member list.
	(2)	Effect of list
	(3)	Examination of list.
99		Quorum.
	(2)	Opening quorum sufficient
	(3)	Adjournment.
100		One member one vote.
	(2)	Class voting.
	(3)	Proxy.
	(4)	Limitations on proxies.
101		Appointing proxyholder.
	(2)	Execution of proxy.
	(3)	Validity of proxy.
	(4)	Revocation of proxy.
	(5)	Deposit of proxies.
102		Representative.
	(2)	Powers of representative.
	(3)	Joint members.
103		Voting.
	(2)	Ballot.
104		Resolution in lieu of meeting.
	(2)	Filing resolution.
105		Requisition of meeting.
	(2)	Form of requisition.
	(3)	Directors calling meeting.
	(4)	Member calling meeting.
	(5)	Procedure.
	(6)	Reimbursement.
106		Meeting called by the Registrar.
	(2)	Varying quorum.
	(3)	Valid meeting.
107		Court review of election.
	(2)	Powers of court.
108		Compulsory sale of shares by shareholder.
109		Termination of membership.
	(2)	Notice to member.
	(3)	Notice of termination.
	(4)	Appeal to meeting of members.
	(5)	Decision of meeting.
	(6)	Termination by meeting of members.
	(7)	Appeal to Registrar.
	(8)	Exception.
	(9)	Membership continues.
	(10)	Re-admittance.
110		Withdrawal.
111		Shares and loans upon termination of membership.
112		Right to possession terminated.
	(2)	Order of possession.
113		Contracts.
	(2)	Performance.
PART XI FINANCIAL DISCLOSURE
114		Annual financial statements.
	(2)	Exception.
115		Exemption.
116		Consolidated statements.
	(2)	Examination.
	(3)	Barring examination.
	(4)	Notice to Registrar.
117		Condition precedent to issue.
118		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.
119		Appointment of auditor.
	(2)	Eligibility.
	(3)	Incumbent auditor.
	(4)	Remuneration.
120		Dispensing with auditor.
	(2)	Limitation.
	(3)	Registrar may appoint.
121		Ceasing to hold office.
	(2)	Effective date of resignation.
122		Removal of auditor.
	(2)	Vacancy.
123		Filling vacancy.
	(2)	Calling meeting.
	(3)	Members filling vacancy.
	(4)	Unexpired term.
124		Auditor appointed by Registrar.
	(2)	Exception.
125		Right to attend meeting.
	(2)	Duty to attend.
	(3)	Notice to cooperative.
	(4)	Offence.
	(5)	Statement of auditor.
	(6)	Circulating statement.
	(7)	Replacing auditor.
	(8)	Exception.
	(9)	Effect of non-compliance.
126		Examination.
	(2)	Reliance on other auditor.
	(3)	Reasonableness.
	(4)	Application.
127		Right to information.
	(2)	Information from subsidiaries.
128		Audit committee.
	(2)	Duty of committee.
	(3)	Auditor's attendance.
	(4)	Calling meeting.
	(5)	Notice of errors.
	(6)	Error in financial statements.
	(7)	Duty of directors.
	(8)	Offence.
129		Qualified privilege (defamation).
PART XII FUNDAMENTAL CHANGES
130		Amendment of articles.
	(2)	Clerical errors.
	(3)	Filing articles of amendment.
	(4)	Revocation of amending resolution.
131		Proposal to amend.
	(2)	Notice of amendment.
132		Vote when changing class conditions.
	(2)	Right to vote.
	(3)	Separate resolution.
133		Delivery of articles.
134		Certificate of amendment.
135		Effect of certificate.
	(2)	Existing rights preserved.
136		Restated articles.
	(2)	Delivery of articles.
	(3)	Restated certificate.
	(4)	Effect of certificate.
137		Amalgamation.
138		Amalgamation agreement
	(2)	Cancellation of certain shares.
139		Member approval of amalgamation agreement.
	(2)	Notice of meeting.
	(3)	Class vote.
	(4)	Adoption of agreement.
	(5)	Termination of agreement.
140		Articles of amalgamation.
	(2)	Attached declarations.
	(3)	Adequate notice to creditors.
	(4)	Certificate of amalgamation.
141		Effect of certificate of amalgamation.
142		Arrangement.
	(2)	Joint arrangement.
	(3)	Scheme of arrangement.
143		Member approval.
	(2)	Notice of meeting.
	(3)	Adoption of arrangement.
	(4)	Termination of proposed arrangement.
144		Articles of arrangement.
	(2)	Attached declarations.
	(3)	Adequate notice to creditors.
	(4)	Bulk Sales Act.
	(5)	Certificate of arrangement
145		Effective date.
	(2)	Effect of certificate.
	(3)	Dissolution.
146		Continuance of foreign body corporate.
	(2)	Articles of continuance.
	(3)	Certificate of continuance.
	(4)	Refusal by Registrar.
	(5)	Effect of certificate of continuance.
	(6)	Copy of certificate.
	(7)	Existing rights preserved.
	(8)	Issued shares.
147		Continuance of cooperative.
	(2)	Notice of meeting.
	(3)	Member approval.
	(4)	Abandonment of application.
	(5)	Notice of discontinuance.
	(6)	Act ceases to apply.
	(7)	Prohibition.
148		Borrowing powers.
	(2)	Extraordinary sale, lease or exchange.
	(3)	Notice of meeting.
	(4)	Terms and conditions of sale etc.
	(5)	Approval of sale etc.
	(6)	Termination.
149		Right to dissent.
	(2)	Objection in writing.
	(3)	Notice to members and Registrar.
	(4)	Approval of Registrar.
	(5)	Conditions.
	(1)	"Reorganization" defined.
	(2)	Powers of court.
	(3)	Further powers.
	(4)	Articles pf reorganization.
	(5)	Certificate of amendment
	(6)	Effect of certificate of amendment
	(7)	No dissent
PART XIII INVESTIGATION, RECEIVERS AND DISSOLUTION
151		Special audit
	(2)	Expenses of audit
	(3)	Production of books.
152		Information to be furnished to registrar.
	(2)	Disclosure of information.
153		Investigation.
	(2)	References to Director.
	(3)	Added grounds.
154		Receivers and receiver-managers.
	(2)	References to Director.
155		Liquidation, dissolution and revival.
	(2)	References to Director.
	(3)	Application by Registrar.
	(4)	Distribution of property.
	(5)	Distribution of property of community service cooperatives.
	(6)	"Co-operative Promotion Board" defined.
PART XIV REMEDIES OFFENCES AND PENALTIES
156		Definitions.
157		Commencing derivative action.
	(2)	Conditions precedent.
158		Powers of court.
159		Application to court re oppression.
	(2)	Grounds.
	(3)	Powers of court.
	(4)	Duty of directors.
	(5)	Exclusion.
	(6)	Limitation.
	(7)	Alternative order.
160		Evidence of member approval not decisive.
	(2)	Court approval to discontinue.
	(3)	No security for costs.
	(4)	Interim costs.
161		Insiders.
	(2)	Civil liability.
	(3)	Limitation.
162		Application to court to rectify records.
	(2)	Notice to Registrar.
	(3)	Powers of court.
163		Application for directions.
164		Compliance or restraining order.
165		Summary application to court.
166		Offences with respect to reports.
	(2)	Liability of director or officer.
	(3)	Exception.
167		Offence.
168		Order to comply.
169		Time limited for proceedings.
	(2)	Civil remedy not affected.
PART XV GENERAL
170		Notice to directors and members.
	(2)	Effect of notice.
	(3)	Deemed receipt.
	(4)	Undelivered notices.
	(5)	Published notices.
	(6)	Posted notices.
171		Notice to and service upon a cooperative.
172		Waiver of notice.
173		Certificate of Registrar.
	(2)	Evidence.
174		Certificate of cooperative.
	(2)	Proof.
	(3)	Security certificate.
175		Copies.
176		Proof required by Registrar.
	(2)	Form of proof.
	(3)	Authentication.
177		Appointment of Registrar.
	(2)	Duties.
178		Regulations.
	(2)	Fixing fees.
179		Statement defined.
	(2)	Filings.
	(3)	Effective date.
	(4)	Date of certificate of discontinuance.
	(5)	Endorsement constitutes issue.
180		Certificate of compliance.
181		Alteration.
182		Corrections.
	(2)	Date of corrected certificate.
	(3)	Notices.
183		Inspection.
	(2)	Copies.
184		Form of records of Registrar.
	(2)	Obligation to furnish.
	(3)	Production of records limitation.
185		Continuation of former incorporations, etc.
	(2)	Amendments.
	(3)	Reference to Act.
PART XVI SECURITY ISSUES
186		Offering statement.
	(2)	Exception.
	(3)	Application of Securities Act.
187		Standard of disclosure.
	(2)	Form and content.
	(3)	Supporting documents.
	(4)	Material changes.
	(5)	Further statements.
188		Receipt.
	(2)	Ruling.
189		Inspection of statement.
	(2)	Extracts.