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| Definition of
``common
share''
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284. For the purposes of this Part,
``common share'' means a share in a body
corporate, the rights of the holders of which
are equal in all respects, including equal rights
to
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(a) receive dividends declared by the body
corporate on the shares; and
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(b) receive the remaining property of the
body corporate on dissolution.
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| Continuance
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285. (1) A body corporate incorporated or
continued otherwise than under this Act may,
if so authorized by its governing legislation,
apply to the Director for a certificate of
continuance under this Act if the body
corporate
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(a) satisfies, or by its articles of continuance
would satisfy, the requirements for
incorporation as a cooperative under this
Act;
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(b) is organized and operated and carries on
its business on a cooperative basis or, by its
articles of continuance, causes the body
corporate to be organized and operated and
to carry on its business on a cooperative
basis; and
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(c) has a capital and corporate structure
that, if set out in its articles and by-laws,
would meet the requirements of this Act.
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| Continuance
for the
purpose of
amalgamation
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(2) A body corporate incorporated or
continued otherwise than under this Act may,
if so authorized by its governing legislation,
apply to the Director for a certificate of
continuance and a certificate of amalgamation
under this Act if the body corporate
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(a) proposes to be continued under this
section for the purpose of amalgamating
with another body corporate in compliance
with this Act and does, or will after the
amalgamation, satisfy the requirements for
incorporation as a cooperative under this
Act;
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(b) is organized and operated and carries on
its business on a cooperative basis or, after
the amalgamation, will be organized and
operated and will carry on its business on a
cooperative basis; and
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(c) has a capital and corporate
structure - or after the amalgamation will
have a capital and corporate
structure - that, if set out in its articles and
by-laws, would meet the requirements of
this Act.
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| Amendments
in articles of
continuance
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(3) A body corporate that applies for
continuance under subsection (1) or (2) may,
without so stating in its articles of
continuance, effect by those articles any
amendment to its constating documents if the
amendment is one that a cooperative
incorporated under this Act may make to its
articles.
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| Articles of
continuance
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(4) If a body corporate wishes to apply for
continuance under subsection (1), articles of
continuance in the form that the Director fixes
must be sent to the Director, together with any
information that the Director may require and
a declaration of the directors
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(a) that after continuance the cooperative
will be organized and operated and will
carry on business on a cooperative basis;
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(b) in the case of a cooperative to which Part
20 applies, that after continuance the
cooperative will be in compliance with Part
20; and
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(c) in the case of a cooperative to which Part
21 applies, that after continuance the
cooperative will be in compliance with Part
21.
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| Articles of
continuance
and articles of
amalgamation
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(5) If a body corporate wishes to apply for
continuance under subsection (2), articles of
continuance - and articles of
amalgamation - in the form that the Director
fixes must be sent to the Director, together
with an amalgamation agreement containing
the particulars set out in section 296, any
information that the Director may require and
a declaration of the directors
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(a) that after amalgamation the cooperative
will be organized and operated and will
carry on business on a cooperative basis;
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(b) in the case of a cooperative to which Part
20 applies, that after amalgamation the
cooperative will be in compliance with Part
20; and
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(c) in the case of a cooperative to which Part
21 applies, that after amalgamation the
cooperative will be in compliance with Part
21.
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| Certificate of
continuance
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(6) The Director must issue
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(a) a certificate of continuance, on receipt
of the articles of continuance and the
declaration required by subsection (4), if
she or he is satisfied that the requirements
for incorporation have been met; or
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(b) a certificate of continuance and a
certificate of amalgamation, on receipt of
the articles of continuance, the articles of
amalgamation, the amalgamation
agreement and the declaration required by
subsection (5), if she or he is satisfied that
the requirements for incorporation and the
requirements for amalgamation have been
met.
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| Reliance
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(7) For the purpose of subsection (6), the
Director may rely on the articles and the
declarations.
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| Effect of
certificate
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(8) On the date shown in the certificate of
continuance,
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(a) the body corporate becomes a
cooperative to which this Act applies as if
it had been incorporated under this Act;
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(b) the articles of continuance are deemed
to be the articles of incorporation of the
continued cooperative; and
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(c) the certificate of continuance is deemed
to be the certificate of incorporation of the
continued cooperative.
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| Copy of
certificate
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(9) The Director must send, without delay
after the certificate of continuance is issued, a
copy of that certificate to the appropriate
official or public body charged with the
administration of the legislation under which
continuance under this Act was authorized.
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| Rights
preserved
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(10) When a body corporate is continued as
a cooperative under this Act,
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(a) the property of the body corporate
continues to be the property of the
cooperative;
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(b) the cooperative continues to be liable for
the obligations of the body corporate;
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(c) an existing cause of action, claim or
liability to prosecution is unaffected;
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(d) a civil, criminal, administrative,
investigative or other action or proceeding
pending by or against the body corporate
may be continued to be prosecuted by or
against the cooperative; and
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(e) a conviction against, or ruling, order or
judgment in favour of or against, the body
corporate may be enforced by or against the
cooperative.
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| Membership
shares
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(11) When a body corporate is continued as
a cooperative under this Act,
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(a) its common shares are deemed to be
membership shares to which are attached
the rights, privileges and restrictions set out
in this Act and the articles;
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(b) the holders of the common shares of the
body corporate are deemed to be the
members of the cooperative; and
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(c) any agreement made before continuance
under which the holders of any common
shares of the body corporate have agreed to
vote those shares in a manner provided in
the agreement is of no effect.
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| Issued shares
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(12) Subject to section 182,
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(a) a share of a body corporate issued before
it was continued under this Act is deemed to
have been issued in compliance with this
Act and with the provisions of the articles of
continuance, irrespective of whether the
share is fully paid and of any designation,
right, privilege, restriction or condition set
out on or referred to in the certificate
representing the share;
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(b) continuance under this Act does not
deprive a holder of any right or privilege
that the holder claims under, or relieve the
holder of any liability in respect of, an
issued share; and
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(c) shares carry voting rights only to the
extent permitted by this Act.
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| Conversion
privilege
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(13) If a cooperative continued under this
Act had, before it was so continued, issued a
share certificate in registered form that is
convertible to bearer form, the cooperative
may, if a holder of such a share certificate
exercises the conversion privilege attached to
the certificate, issue a share certificate in
bearer form for the same number of shares to
the holder.
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| Definition of
``share''
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(14) For the purposes of subsections (12)
and (13), ``share'' includes a document
referred to in any of subsections 142(1) to (3),
a share warrant within the meaning of the
Canada Corporations Act, chapter C-32 of the
Revised Statutes of Canada, 1970, or a like
instrument.
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| Continuance
- other
federal acts
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286. (1) A cooperative, other than one to
which Part 20 or 21 applies, with membership
share capital may, on special resolution of the
members and, if the cooperative has issued
investment shares, on a separate special
resolution of the shareholders of each class,
apply for continuance under the Canada
Business Corporations Act, the Bank Act, the
Insurance Companies Act, the Trust and Loan
Companies Act or the Cooperative Credit
Associations Act. On the date specified in the
document evidencing the continuance, that
Act applies and this Act ceases to apply to the
body corporate continued under that Act.
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| Result of
continuance
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(2) On a continuance under subsection (1),
the membership shares of a cooperative are
deemed to be common shares without a par
value.
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| Withdrawal of
application
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(3) If a special resolution authorizing the
application for continuance referred to in
subsection (1) so states, the directors may,
without further approval of the members or
shareholders, withdraw the application before
it is acted on.
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| Certificate of
discontinuanc
e
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(4) On receipt of a notice satisfactory to the
Director that the cooperative has been
continued under this section, the Director
must file the notice and issue a certificate of
discontinuance in the form that the Director
fixes.
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| Date of
discontinuanc
e
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(5) This Act ceases to apply to the
cooperative on the date shown in the
certificate of discontinuance.
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| Export
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287. (1) Subject to subsection (6) and Parts
20 and 21, a cooperative, on a special
resolution of the members and, if the
cooperative has issued investment shares, on
a separate special resolution of the
shareholders of each class, may, if it
establishes to the satisfaction of the Director
by a declaration of the directors that its
proposed continuance in another jurisdiction
would not have an effect set out in any of
paragraphs (a) to (d), apply to the appropriate
official or public body of another jurisdiction
requesting that the cooperative be continued
as if it had been incorporated under the laws of
that other jurisdiction, namely, that the
continuance would not
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(a) adversely affect the members, creditors
or shareholders;
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(b) result in the cooperative carrying on its
business and affairs in a manner not
consistent with carrying on business on a
cooperative basis;
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(c) result in a cooperative to which Part 20
applies carrying on its business or affairs in
a manner not consistent with Part 20; or
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(d) result in a cooperative to which Part 21
applies carrying on its business or affairs in
a manner not consistent with Part 21.
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| Notice of
meeting
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(2) A notice of a meeting of the cooperative
to authorize a continuance under this section
must be sent to each member and shareholder
and state that a dissenting member or
shareholder is entitled to the benefit of section
302, but failure to make that statement does
not invalidate a discontinuance under this Act.
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| Abandonment
of application
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(3) The directors may, if authorized by the
special resolution at the time of approving an
application for continuance under this section,
abandon the application without further
approval of the members or shareholders.
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| Certificate of
discontinuanc
e
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(4) On receipt of a notice satisfactory to the
Director that the cooperative has been
continued under the laws of another
jurisdiction, the Director must file the notice
and issue a certificate of discontinuance in the
form that the Director fixes.
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| Date of
discontinuanc
e
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(5) This Act ceases to apply to the
cooperative on the date shown in the
certificate of discontinuance.
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| Requirements
for
continuance
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(6) A cooperative may not be continued as
a body corporate under the laws of another
jurisdiction unless those laws provide that
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(a) its property continues to be the property
of the body corporate;
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(b) the body corporate continues to be liable
for the obligations of the cooperative;
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(c) an existing cause of action, claim or
liability to prosecution is unaffected;
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(d) a civil, criminal, administrative,
investigative or other action or proceeding
pending by or against the cooperative may
be continued to be prosecuted by or against
the body corporate; and
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(e) a conviction against, or ruling, order or
judgment in favour of or against, the
cooperative may be enforced by or against
the body corporate.
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| Shareholders
right to vote
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288. Each investment share carries the right
to vote on a continuance under section 286 or
287, whether or not it otherwise carries the
right to vote.
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| Amendment
of articles
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289. (1) Subject to subsections (3) and
130(2) and sections 134, 290 and 291, the
articles of a cooperative may be amended by
a special resolution to
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(b) change the place in which its registered
office is situated;
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(c) add, change or remove a restriction on
the business or businesses that the
cooperative may carry on;
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(d) convert par-value membership shares
into no-par-value membership shares and
provide for a maximum number of
membership shares that may be issued;
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(e) change a price or formula at which
membership shares may be issued or
redeemed or otherwise acquired by the
cooperative;
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(f) add, change or remove restrictions on
membership;
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(g) convert a cooperative that is
incorporated without membership shares to
a cooperative with membership shares and
provide for membership shares with a par
value and their par value or membership
shares without a par value and the
maximum number of membership shares
that may be issued;
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(h) convert a cooperative with membership
shares into a cooperative without
membership shares and provide for the
conversion of membership shares into
member loans;
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(i) change any maximum number of shares
that the cooperative is authorized to issue;
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(j) reduce or increase its stated capital
which, for the purposes of the amendment,
is deemed to be set out in the articles;
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(k) create investment shares or new classes
of investment shares;
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(l) change the designation of all or any of its
investment shares and add, change or
remove any rights, privileges, restrictions
and conditions, including rights to accrued
dividends, in respect of all or any of its
investment shares, whether issued or
unissued;
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(m) change the investment shares of any
class or series, whether issued or unissued,
into a different number of investment shares
of the same class or series or into the same
or a different number of investment shares
of other classes or series;
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(n) divide a class of investment shares,
whether issued or unissued, into series and
fix the number of investment shares in each
series and the rights, privileges, restrictions
and conditions of them;
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(o) authorize the directors to divide any
class of unissued investment shares into
series and fix the number of investment
shares in each series and the rights,
privileges, restrictions and conditions of
them;
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(p) authorize the directors to change the
rights, privileges, restrictions and
conditions attached to unissued investment
shares of any series;
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(q) revoke, diminish or enlarge any
authority conferred under paragraphs (o)
and (p);
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(r) increase or decrease the number of
directors or the minimum or maximum
number of directors, subject to section 76
and subsection 124(4);
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(s) add, change or remove restrictions on
the issue, transfer or ownership of
investment shares; or
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(t) add, change or remove any other
provision that is permitted by this Act to be
set out in the articles.
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| Termination
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(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.
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