Termination	(2) The directors may, if authorized by the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the members or shareholders.
Restriction on amendment	(3) If the name of a cooperative is indicative of a restriction on the business that may be carried on by it, the articles of the cooperative may not be amended to remove that restriction unless its name is also amended.
Cooperative basis	(4) An amendment to the articles of a cooperative may not be made if it would result in the cooperative not being organized or operated or not carrying on business on a cooperative basis or, if applicable, result in the cooperative not being in compliance with Part 20 or 21.
Proposal to amend	290. (1) Subject to subsection (2), a person referred to in subsection 58(2) may make a proposal to amend the articles and section 58 applies, with any modifications that the circumstances require, to any meeting of the cooperative at which the proposal is to be considered.
Notice of amendment	(2) Notice of the meeting of a cooperative at which a proposal to amend the articles is to be considered must set out the proposed amendment and, if applicable, state that a dissenting member or a dissenting shareholder is entitled to the benefit of section 302, but failure to make that statement does not invalidate an amendment.
Separate resolutions	(3) A proposed amendment to the articles referred to in subsection (1) is adopted when approved by a special resolution of the members and, subject to section 134, if the cooperative has issued investment shares, by a separate special resolution of the shareholders or the class or series thereof.
Right to vote	(4) Each investment share that is affected by a proposed amendment to the articles carries the right to vote in accordance with section 134.
Delivery of articles	291. (1) Subject to any revocation under subsection 130(5) or 289(2), after an amendment has been adopted, articles of amendment must be sent to the Director in the form that the Director fixes, together with any information that the Director may require and a declaration of the directors
	(a) that the cooperative will be organized and operated and will carry on business on a cooperative basis;
	(b) if the cooperative is one to which Part 20 applies, that the cooperative will comply with Part 20; and
	(c) if the cooperative is one to which Part 21 applies, that the cooperative will comply with Part 21.
Reduction of stated capital	(2) If an amendment effects or requires a reduction of stated capital, subsections 151(2) and (5) apply.
Certificate of amendment	292. On receipt of articles of amendment and the declaration required by subsection 291(1), the Director must issue a certificate of amendment.
Effect of certificate	293. (1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.
Existing claims not affected	(2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the cooperative or its directors or officers, or any civil, criminal, administrative, investigative or other action or proceeding to which a cooperative or its directors or officers are a party.
Restated articles	294. (1) The directors may at any time, and must when reasonably so directed by the Director, restate the articles of incorporation as amended.
Sent to Director	(2) Restated articles of incorporation in the form that the Director fixes must be sent to the Director.
Restated certificate	(3) On receipt of restated articles of incorporation, the Director must issue a restated certificate of incorporation.
Effective date	(4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation.
Amalgama- tion	295. Two or more cooperatives, including holding and subsidiary cooperatives, may amalgamate and continue as one cooperative, provided that the amalgamation agreement sets out a capital and corporate structure for the amalgamated cooperative that is one that would meet the requirements for a cooperative to be incorporated under this Act.
Amalgama- tion agreement	296. (1) Each cooperative proposing to amalgamate must enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out
	(a) the provisions that are required to be included in articles of incorporation under section 11;
	(b) the name and address of each proposed director of the amalgamated cooperative;
	(c) the manner in which the shares of each amalgamating cooperative are to be converted into membership shares of the amalgamated cooperative and, if applicable, investment shares or other securities of the amalgamated cooperative;
	(d) if any share of an amalgamating cooperative is not to be converted into shares or securities of the amalgamated cooperative, the amount of money or securities of a cooperative that the holders of those shares are to receive in addition to or instead of shares or securities of the amalgamated cooperative;
	(e) the manner of payment of money instead of the issue of fractional shares of the amalgamated cooperative or of any other body corporate the securities of which are to be received in the amalgamation;
	(f) whether the by-laws of the amalgamated cooperative are to be those of one of the amalgamating cooperatives, and if not, a copy of the proposed by-laws; and
	(g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated cooperative.
Cancellation	(2) If shares of one of the amalgamating cooperatives are held by or on behalf of another of the amalgamating cooperatives, the amalgamation agreement must provide for the cancellation of the shares when the amalgamation becomes effective without any repayment of capital in respect of them, and no provision may be made in the agreement for the conversion of those shares into shares of the amalgamated cooperative.
Approval	297. (1) The directors of each amalgamating cooperative must submit the amalgamation agreement for approval to a meeting of the members of each amalgamating cooperative and to a meeting of the shareholders of each amalgamating cooperative and, subject to subsection (5), to the holders of each class or series of those investment shares.
Notice of meeting	(2) A notice of a meeting of members or shareholders complying with section 52 must be sent in accordance with that section to each member and shareholder of each amalgamating cooperative and must
	(a) include or be accompanied by a copy or summary of the amalgamation agreement; and
	(b) state that a dissenting member or shareholder is entitled to the benefit of section 302.
Failure to make statement	(3) Failure to make the statement referred to in paragraph (2)(b) does not invalidate an amalgamation.
Right to vote	(4) Each investment share carries the right to vote with respect to an amalgamation agreement, whether or not it otherwise carries the right to vote.
Class vote	(5) The holders of investment shares of a class or series are entitled to vote separately as a class or series in respect of the amalgamation agreement if it contains a provision that, if contained in a proposed amendment to the articles, would entitle them to vote as a class or series under subsection 290(4).
Approval	(6) Subject to subsection (5), an amalgamation agreement is adopted when the members of each amalgamating cooperative and, if any of the amalgamating cooperatives has issued investment shares, their shareholders, have approved the amalgamation agreement by separate special resolutions.
Termination	(7) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating cooperative, even if the agreement has been approved by the members and shareholders of all or any of the amalgamating cooperatives.
Vertical short-form amalgama- tion	298. (1) A cooperative that is a holding cooperative may amalgamate with one or more of its wholly owned subsidiary cooperatives. The cooperative and subsidiaries continue as one cooperative without complying with sections 295 to 297 if
	(a) the amalgamation is approved by a resolution of the directors of each amalgamating cooperative; and
	(b) the resolutions provide that
	(i) the shares of each subsidiary be cancelled without any repayment of capital in respect of them,
	(ii) except as may be prescribed, the articles of amalgamation be the same as the articles of incorporation of the amalgamated cooperative, and
	(iii) no shares or securities may be issued by the amalgamated cooperative in connection with the amalgamation.
Horizontal short-form amalgama- tion	(2) Two or more wholly owned subsidiary cooperatives of a holding entity may amalgamate and continue as one cooperative without complying with sections 295 to 297 if
	(a) the amalgamation is approved by a resolution of the directors of each amalgamating cooperative; and
	(b) the resolutions provide that
	(i) the shares of all but one of the amalgamating subsidiaries be cancelled without any repayment of capital in respect of them,
	(ii) except as may be prescribed, the articles of amalgamation be the same as the articles of incorporation of the amalgamating subsidiary whose shares are not cancelled, and
	(iii) the stated capital of the amalgamating subsidiaries whose shares are cancelled are added to the stated capital of the amalgamating subsidiary whose shares are not cancelled.
Change of name	(3) Despite subparagraph (2)(b)(ii) and section 289, the directors of the holding entity of the subsidiaries referred to in subsection (2) may, by resolution, approve a new name for the amalgamated cooperative, so long as, in a case to which Part 20 or 21 applies, the name would comply with the provisions of the applicable Part.
Sending of articles	299. (1) After an amalgamation has been approved under section 297 or 298, articles of amalgamation in the form that the Director fixes must be sent to the Director, together with a notice of registered office and a notice of the directors of the amalgamated cooperative.
Attached declarations	(2) A declaration of the directors of each amalgamating cooperative must be attached to the articles of amalgamation and must establish
	(a) that the amalgamated cooperative will be organized and operated and will carry on business on a cooperative basis;
	(b) if the cooperative is one to which Part 20 applies, that the amalgamated cooperative will comply with Part 20;
	(c) if the cooperative is one to which Part 21 applies, that the cooperative will comply with Part 21;
	(d) that there are reasonable grounds to believe that
	(i) each amalgamating cooperative is, and the amalgamated cooperative will be, able to pay its liabilities as they become due, and
	(ii) the realizable value of the amalgamated cooperative's assets will not be less than the total of its liabilities and stated capital of all classes; and
	(e) that there are reasonable grounds to believe that
	(i) no creditor will be prejudiced by the amalgamation, or
	(ii) adequate notice has been given to all known creditors of the amalgamating cooperatives and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.
Adequate notice	(3) For the purpose of subparagraph (2)(e)(ii), adequate notice is given if
	(a) a notice in writing is sent to each known creditor who has a claim against any of the amalgamating cooperatives that exceeds one thousand dollars;
	(b) a notice in writing is published once in a newspaper published or distributed in the place where each amalgamating cooperative has its registered office and reasonable notice is given in each province where the cooperative carries on business; and
	(c) each notice states that the cooperative intends to amalgamate with one or more specified cooperatives in accordance with this Act and that a creditor of the cooperative may object to the amalgamation not later than thirty days after the date of the notice.
Certificate of amalgama- tion	(4) On receipt of articles of amalgamation and the declarations required by subsection (2), the Director must issue a certificate of amalgamation if the Director is satisfied that
	(a) the articles are in accordance with section 11 and, if applicable, section 353 and subsection 359(2);
	(b) the cooperative will be organized and operated and will carry on business on a cooperative basis;
	(c) the things described in paragraphs (2)(d) and (e) are true; and
	(d) if applicable, Part 20 or 21 has been complied with.
Reliance on certificate	(5) For the purposes of paragraphs (4)(b) to (d), the Director may rely on the articles and the declarations required by subsection (2).
Effect of certificate	300. On the date shown in a certificate of amalgamation,
	(a) the amalgamation of the amalgamating cooperatives and their continuance as one cooperative becomes effective;
	(b) the property of each amalgamating cooperative continues to be the property of the amalgamated cooperative;
	(c) the amalgamated cooperative continues to be liable for the obligations of each amalgamating cooperative;
	(d) an existing cause of action, claim or liability to prosecute is unaffected;
	(e) a civil, criminal, administrative, investigative or other action or proceeding pending by or against an amalgamating cooperative may be continued to be prosecuted by or against the amalgamated cooperative;
	(f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating cooperative may be enforced by or against the amalgamated cooperative; and
	(g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated cooperative and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated cooperative.
Extraordinary disposition	301. (1) A sale, lease or exchange of all or substantially all of the property of a cooperative, other than in the ordinary course of business, requires the approval of the members and shareholders in accordance with subsections (2) to (7).
Notice	(2) A notice of meeting complying with section 52 must be sent to all members and shareholders and must
	(a) include a copy or summary of the proposed agreement of sale, lease or exchange; and
	(b) state that a dissenting member or shareholder is entitled to bring section 302 into effect.
Failure to make statement	(3) Failure to make the statement referred to in paragraph (2)(b) does not invalidate the disposition.
Right to vote	(4) Each investment share carries the right to vote with respect to an extraordinary disposition, whether or not it otherwise carries the right to vote.
Class vote	(5) The holders of investment shares of a class or series are entitled to vote separately as a class or series if the class or series is affected differently from another class or series by the proposed disposition.
Approval	(6) Subject to subsection (5), a disposition is authorized when approved by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class or series. The special resolution may authorize the directors to fix any terms or conditions of a sale, lease or exchange.