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| Definition of
``court''
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306. In this Part, ``court'' means a court
having jurisdiction in the place where the
cooperative has its registered office.
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| Application of
Part
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307. (1) This Part, other than sections 311 to
313, does not apply to a cooperative that is
insolvent within the meaning of the
Bankruptcy and Insolvency Act or that is a
bankrupt within the meaning of that Act.
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| Staying of
proceedings
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(2) Any proceedings taken under this Part to
dissolve or to liquidate and dissolve a
cooperative are stayed if the cooperative is at
any time found, in a proceeding under the
Bankruptcy and Insolvency Act, to be
insolvent within the meaning of that Act.
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| Revival
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308. (1) When a cooperative is dissolved
under this Part, any interested person, or any
person who would be an interested person if a
certificate of revival is issued under this
section, may apply to the Director to have the
cooperative revived under this Act.
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| Articles of
revival
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(2) Articles of revival in the form that the
Director fixes must be sent to the Director,
together with a declaration of the directors to
the same effect as one referred to in paragraph
10(d) and, if applicable, in paragraph 10(e).
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| Certificate of
revival
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(3) On receipt of articles of revival, the
Director must issue a certificate of revival,
unless the Director is of the opinion that
issuing the certificate
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(a) would result in the cooperative
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(i) no longer being organized or
operating or carrying on business on a
cooperative basis,
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(ii) if the cooperative is one to which Part
20 applies, not complying with Part 20,
and
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(iii) if the cooperative is one to which
Part 21 applies, not complying with Part
21; or
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(b) would not be advisable for any other
valid reason.
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| Reliance on
declarations
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(4) For the purpose of subsection (3), the
Director may rely on the articles of revival and
the declarations referred to in subsection (2).
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| Date of
revival
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(5) A cooperative is revived under this Act
on the date shown on the certificate of revival.
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| Rights
preserved
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(6) In the same manner and to the same
extent as if it had not been dissolved, but
subject to any reasonable terms that may be
imposed by the Director and to the rights
acquired by any person after its dissolution,
the revived cooperative is
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(a) restored to its previous position in law,
including the restoration of all its property
whether acquired before its dissolution or
after its dissolution and before its revival,
and any rights and privileges whether
arising before its dissolution or after its
dissolution and before its revival; and
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(b) liable for the obligations that it would
have had if it had not been dissolved
whether they arise before its dissolution or
after its dissolution and before its revival.
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| Legal actions
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(7) Any legal action respecting the affairs of
a revived cooperative, other than those with its
affiliates, taken between the time of its
dissolution and its revival is valid and
effective.
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| Dissolution if
no property
and no
liability
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309. (1) A cooperative that has no property
and no liabilities may be dissolved 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, whether or not they
are otherwise entitled to vote.
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| Dissolution if
property
disposed of
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(2) A cooperative that has property or
liabilities, or both, may be dissolved 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, whether or not they
are otherwise entitled to vote, if
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(a) by the special resolution or resolutions
they authorize the directors to cause the
cooperative to distribute property and
discharge liabilities; and
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(b) the cooperative has distributed property
and discharged liabilities before it sends
articles of dissolution to the Director under
subsection (3).
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| Articles of
dissolution
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(3) Articles of dissolution in the form that
the Director fixes must be sent to the Director.
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| Certificate of
dissolution
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(4) On receipt of articles of dissolution, the
Director must issue a certificate of
dissolution.
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| Effect of
certificate
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(5) The cooperative ceases to exist on the
date shown in the certificate of dissolution.
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| Proposing
liquidation
and
dissolution
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310. (1) The directors may propose, or a
member may, in accordance with section 58,
make a proposal for, the voluntary liquidation
and dissolution of a cooperative.
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| Notice of
meeting
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(2) Notice of any meeting of the
cooperative at which voluntary liquidation
and dissolution is to be proposed must set out
the terms of the proposal.
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| Approval
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(3) A cooperative may liquidate and
dissolve 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,
whether or not they are otherwise entitled to
vote.
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| Statement of
intent to
dissolve
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(4) A statement of intent to dissolve in the
form that the Director fixes must be sent to the
Director.
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| Certificate of
intent to
dissolve
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(5) On receipt of a statement of intent to
dissolve, the Director must issue a certificate
of intent to dissolve.
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| Effect of
certificate
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(6) On the issue of a certificate of intent to
dissolve, the cooperative must cease to carry
on business except to the extent necessary for
the liquidation, but its corporate existence
continues until the Director issues a certificate
of dissolution.
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| Liquidation
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(7) After the issue of a certificate of intent
to dissolve, the cooperative must, without
delay,
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(a) cause a notice to be sent to each known
creditor of the cooperative;
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(b) proceed to collect its property, dispose
of properties that are not to be distributed in
kind to its members or shareholders,
discharge all its obligations and do all other
acts required to liquidate its business; and
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(c) after giving the notice required under
paragraph (a) and adequately providing for
the payment or discharge of all its
obligations, but subject to the articles and
Parts 20 and 21, distribute its remaining
property among its members and
shareholders, if any, according to their
respective rights.
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| Supervision
by court
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(8) Any interested person may, at any time
during the liquidation of a cooperative, apply
to a court for an order that the liquidation be
continued under the supervision of the court as
provided in this Part, and on the application
the court may so order and make any further
order it thinks fit.
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| Notice to
Director
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(9) An applicant under this section must
give the Director notice of the application.
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| Revocation
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(10) At any time after issue of a certificate
of intent to dissolve and before issue of a
certificate of dissolution, a certificate of intent
to dissolve may be revoked by sending the
Director a statement of revocation of intent to
dissolve in the form that the Director fixes, if
the revocation is approved in the same manner
as the resolution under subsection (3).
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| Certificate of
revocation of
intent to
dissolve
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(11) On receipt of a statement of revocation
of intent to dissolve, the Director must issue a
certificate of revocation of intent to dissolve.
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| Effect of
certificate
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(12) On the date shown in the certificate of
revocation of intent to dissolve, the revocation
is effective and the cooperative may continue
to carry on its business or businesses.
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| Articles of
dissolution
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(13) If a certificate of intent to dissolve has
not been revoked and the cooperative has
complied with subsection (7), articles of
dissolution in the form that the Director fixes
must be sent to the Director.
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| Certificate of
dissolution
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(14) On receipt of articles of dissolution, the
Director must issue a certificate of
dissolution.
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| Effect of
certificate
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(15) The cooperative ceases to exist on the
date shown in the certificate of dissolution.
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| Dissolution by
Director
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311. (1) Subject to subsections (2) and (3),
the Director may dissolve a cooperative by
issuing a certificate of dissolution under this
section if the cooperative
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(a) has not commenced business within
three years after the date shown in its
certificate of incorporation;
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(b) has not carried on its business for three
consecutive years;
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(c) is in default for a period of one year in
sending the Director any fee, notice or
document required by this Act; or
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(d) if the cooperative is in the situation
described in subsection 85(6).
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| Publication
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(2) The Director may not dissolve a
cooperative under this section until
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(a) one hundred and twenty days have
elapsed since notice of intent to dissolve has
been given to the cooperative and to each of
its directors; and
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(b) notice of intent to dissolve the
cooperative has been published in a
publication generally available to the
public.
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| Certificate of
dissolution
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(3) Unless cause to the contrary has been
shown or an order has been made by a court
under section 315, the Director may, after the
end of the one hundred and twenty days
referred to in subsection (2), issue a certificate
of dissolution.
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| Effect of
certificate
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(4) The cooperative ceases to exist on the
date shown in the certificate of dissolution.
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| Grounds for
dissolution
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312. (1) Any interested person may apply to
a court for an order dissolving a cooperative if
the cooperative has
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(a) except if a unanimous agreement
contains a provision that eliminates the
need for meetings of shareholders referred
to in subsection 115(6), failed for two or
more consecutive years to comply with the
requirements of this Act with respect to the
holding of annual meetings;
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(b) contravened section 18, subsection
27(2) or section 31, 247 or 249; or
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(c) procured any certificate under this Act
by misrepresentation.
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| Notice to
director
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(2) An applicant under this section must
give the Director notice of the application.
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| Dissolution
order
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(3) On an application under this section, the
court may order that the cooperative be
dissolved or that it be liquidated and dissolved
under the supervision of the court, and the
court may make any other order it thinks fit.
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| Certificate
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(4) On receipt of an order under this section
or section 313, the Director must
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(a) if the order is to dissolve the
cooperative, issue a certificate of
dissolution in the form that the Director
fixes; or
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(b) if the order is to liquidate and dissolve
the cooperative under the supervision of the
court, issue a certificate of intent to dissolve
in the form that the Director fixes and
publish notice of the order in a publication
generally available to the public.
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| Effect of
certificate
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(5) The cooperative ceases to exist on the
date shown in the certificate of dissolution.
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| Further
grounds
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313. (1) A court may order the liquidation
and dissolution of a cooperative or any of its
affiliates on the application of a member or a
shareholder if the court is satisfied
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(a) that the cooperative no longer carries on
business or is no longer organized or
operating on a cooperative basis;
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(b) that an act or omission of the
cooperative or any of its affiliates effects a
result, that the business or affairs of the
cooperative or any of its affiliates are or
have been carried on or conducted in a
manner, or that the powers of the directors
of the cooperative or any of its affiliates are
or have been exercised in a manner, that is
oppressive or unfairly prejudicial to, or that
unfairly disregards the interests of, a
member, shareholder, security holder,
creditor, director or officer; or
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(c) that events have occurred that entitle a
member or shareholder, in accordance with
a unanimous agreement, to demand that the
cooperative be dissolved or that it is just and
equitable that the cooperative be liquidated
and dissolved.
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| Alternate
order
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(2) On an application under this section, a
court may make any order under this section
or section 340 that it thinks fit.
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| Application of
section 341
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(3) Section 341 applies to an application
under this section.
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| Application
for
supervision
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314. (1) An application to a court to
supervise a voluntary liquidation and
dissolution under subsection 310(8) must state
the reasons, verified by an affidavit of the
applicant, why the court should supervise the
liquidation and dissolution.
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| Court
supervision
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(2) If a court makes an order applied for
under subsection 310(8), the liquidation and
dissolution of the cooperative continues under
the supervision of the court in accordance with
this Act.
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| Application to
court
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315. (1) An application to a court under
subsection 313(1) must state the reasons,
verified by an affidavit of the applicant, why
the cooperative should be liquidated and
dissolved.
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| Show cause
order
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(2) On an application under subsection
313(1), the court may make an order requiring
the cooperative and any person who has an
interest in it or claim against it to show cause,
at a specified time and place, not less than four
weeks after the date of the order, why the
cooperative should not be liquidated and
dissolved.
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| Powers of
court
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(3) On an application under subsection
313(1), the court may order the directors and
officers of the cooperative to provide the court
with all material information known to or
reasonably ascertainable by them, including
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(a) financial statements of the cooperative;
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(b) the name and address of each member
and shareholder; and
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(c) the name and address of each known
creditor or claimant, including any creditor
or claimant with unliquidated, future or
contingent claims, and any person with
whom the cooperative has a contract.
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| Publication
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(4) A copy of an order made under
subsection (2) must be
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(a) published as directed in the order, at
least once in each week before the time
appointed for the hearing, in a publication
generally available to the public; and
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(b) served on the Director and each person
named in the order.
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| Person
responsible
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(5) Publication and service of an order
under this section must be effected by the
cooperative or by any other person and in any
manner that the court may order.
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| Powers of
court
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316. In connection with the liquidation and
dissolution of a cooperative, the court may, if
it is satisfied that the cooperative is able to pay
or adequately provide for the discharge of all
its obligations, make any order it thinks fit,
including an order
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(b) appointing a liquidator, with or without
security, and fixing their remuneration, or
replacing a liquidator;
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(c) appointing inspectors or referees,
specifying their powers and fixing their
remuneration, or replacing inspectors or
referees;
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(d) determining the notice to be given to any
interested person, or dispensing with notice
to any person;
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