(a) that the insider reasonably believed that the information had been generally disclosed;

    (b) that the information was known, or ought reasonably to have been known, to the person who alleges to have suffered the damages;

    (c) that the disclosure of the information was necessary in the course of the business of the insider, except if the insider is a person described in subsection (2) or (2.1); or

    (d) if the insider is a person described in subsection (2) or (2.1), that the disclosure of the information was necessary to effect the take-over bid or the business combination, as the case may be.

Tipping - compensation to cooperative

(7) The insider is accountable to the cooperative for any benefit or advantage received or receivable by the insider as a result of a disclosure of the information as described in subsection (6) unless the insider establishes the circumstances in paragraph (6)(a), (c) or (d).

Measure of damages

(8) The court may assess damages under subsection (4) or (6) in accordance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in a situation involving a security of a distributing cooperative, the court must consider the following:

    (a) if the plaintiff is a purchaser, the price paid by the plaintiff for the security less the average market price of the security over the twenty trading days immediately following general disclosure of the information; and

    (b) if the plaintiff is a seller, the average market price of the security over the twenty trading days immediately following general disclosure of the information, less the price that the plaintiff received for the security.

Liability

(9) If more than one insider is liable under subsection (4) or (6) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary.

Limitation

(10) An action to enforce a right created by subsections (4) to (7) may be commenced only within two years after discovery of the facts that gave rise to the cause of action.

191. The definitions ``offeree cooperative'' and ``take-over bid'' in section 174 of the Act are replaced by the following:

``offeree cooperative''
« coopérative pollicitée »

``offeree cooperative'' means a distributing cooperative whose shares are the object of a take-over bid.

``take-over bid''
« offre d'achat »

``take-over bid'' means an offer made by an offeror to shareholders of a distributing cooperative at approximately the same time to acquire all of the shares of a class of issued shares and includes an offer made by a distributing cooperative to repurchase all of the shares of a class of its shares.

192. (1) Subsection 175(8) of the English version of the Act is replaced by the following:

When cooperative is offeror

(8) A cooperative that is an offeror making a take-over bid to repurchase all of the shares of a class of its shares is deemed to hold in trust for the dissenting shareholders the amounts that it would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to accept the take-over bid under subparagraph (4)(b)(i), and the cooperative must deposit the amounts in a separate account in a body corporate any of whose deposits are insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec Deposit Insurance Board or by any other similar entity created by the law of another province, and must place any thing received in lieu of money in the custody of such a body corporate.

(2) Subparagraph 175(9)(c)(ii) of the English version of the Act is replaced by the following:

      (ii) the offeree cooperative or some designated person holds in trust for the dissenting shareholder the money or other things to which that shareholder is entitled as payment for or in exchange for the shares, and

193. Subsection 182(1) of the Act is replaced by the following:

Signatures

182. (1) A security certificate must be signed by at least one of the following persons , or a facsimile of the signature must be reproduced on the certificate:

    (a) a director, or an individual on their behalf , or an officer;

    (b) a transfer agent or branch transfer agent of the cooperative, or an individual on their behalf; or

    (c) a trustee who certifies it in accordance with a trust indenture.

194. (1) Subsections 183(2) to (4) of the Act are replaced by the following:

Notation of restrictions

(2) No restriction, charge, agreement or endorsement described in subsection (3) is effective against a transferee of a security, issued by a cooperative or by a body corporate before it is continued under this Act, who has no actual knowledge of the restriction, charge, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate.

Restrictions, etc.

(3) The restrictions, charges, agreements and endorsements referred to in subsection (2) are

    (a) a restriction on transfer other than a constraint under section 130;

    (b) a charge in favour of the cooperative;

    (c) a unanimous agreement; and

    (d) an endorsement under subsection 302(10).

Restrictions

(4) If the issued investment shares of a distributing cooperative remain outstanding and are held by more than one person, the cooperative must not restrict the transfer or ownership of its investment shares of any class or series except by way of a constraint under section 130.

(2) Paragraph 183(5)(b) of the Act is replaced by the following:

    (b) to comply with any prescribed law .

195. The heading before section 247 of the French version of the Act is replaced by the following:

PRÉSENTATION DE RENSEIGNEMENTS D'ORDRE FINANCIER

196. Subsection 249(2) of the Act is replaced by the following:

Examination

(2) The members and shareholders of a cooperative and their personal representatives may on request examine the statements referred to in subsection (1) during the usual business hours of the cooperative and may take extracts from them free of charge.

197. Subsection 252(1) of the Act is replaced by the following:

Copies to Director

252. (1) A distributing cooperative , any of the issued securities of which remain outstanding and are held by more than one person, must send a copy of the documents referred to in section 247 to the Director

    (a ) not less than twenty-one days before each annual meeting of members or, without delay after a resolution referred to in paragraph 251(c) is signed; and

    (b ) in any event within fifteen months after the last preceding annual meeting of shareholders was held or the resolution referred to in paragraph 251(c) was signed, but no later than six months after the end of the cooperative's preceding financial year .

198. The portion of subsection 255(1) of the Act before paragraph (a) is replaced by the following:

Dispensing with auditor

255. (1) A cooperative that is not a distributing cooperative may resolve not to appoint an auditor by

199. Subsection 260(5) of the French version of the Act is replaced by the following:

Autres déclarations

(5) Lorsque la coopérative se propose de remplacer le vérificateur, pour cause de révocation ou d'expiration de son mandat, elle doit soumettre une déclaration motivée et le nouveau vérificateur a le droit de soumettre une déclaration commentant ces motifs.

200. Subsection 267(1) of the French version of the Act is replaced by the following:

Application

267. (1) La présente partie s'applique à tout acte de fiducie prévoyant une émission de titres de créance par voie d'appel public à l'épargne .

201. Paragraph 289(1)(j) of the Act is replaced by the following:

    (j) reduce or increase its stated capital, if its stated capital is set out in the articles;

202. Subsection 290(1) of the Act is replaced by the following:

Proposal to amend

290. (1) Subject to subsection (2), a person referred to in subsection 58(2) or (2.1) 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.

203. Subsection 294(1) of the English version of the Act is replaced by the following:

Restated articles

294. (1) The directors may at any time, and must when reasonably so directed by the Director, restate the articles of incorporation.

204. (1) Subparagraph 298(1)(b)(ii) of the Act is replaced by the following:

      (ii) except as may be prescribed, the articles of amalgamation be the same as the articles of the amalgamating holding cooperative, and

(2) Subparagraph 298(2)(b)(ii) of the Act is replaced by the following:

      (ii) except as may be prescribed, the articles of amalgamation be the same as the articles of the amalgamating subsidiary cooperative whose shares are not cancelled, and

205. (1) Subsection 307(1) of the Act is replaced by the following:

Application of Part

307. (1) This Part, other than sections 308 and 311 , does not apply to a cooperative that is an insolvent person or a bankrupt as those terms are defined in subsection 2(1) of the Bankruptcy and Insolvency Act.

(2) Subsection 307(2) of the English version of the Act is replaced by the following:

Staying of proceedings

(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 an insolvent person as defined in that Act.

206. (1) The portion of subsection 308(6) of the Act before paragraph (a) is replaced by the following:

Rights preserved

(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, to the rights acquired by any person after its dissolution and to any changes to the internal affairs of the cooperative after its dissolution , the revived cooperative is

(2) Subsection 308(7) of the Act is replaced by the following:

Legal actions

(7) Any legal action respecting the affairs of a revived cooperative taken between the time of its dissolution and its revival is valid and effective.

207. (1) Paragraph 311(1)(d) of the Act is replaced by the following:

    (d) does not have any directors or is in the situation described in subsection 85(6).

(2) Section 311 of the Act is amended by adding the following after subsection (3):

Exception - non-payment of incorporation fee

(3.1) Despite anything in this section, the Director may dissolve a cooperative by issuing a certificate of dissolution if the fee for the issuance of a certificate of incorporation is not paid.

208. Paragraph 312(1)(a) of the Act is replaced by the following:

    (a) failed for two or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings;

209. The portion of paragraph 313(1)(b) of the French version of the Act before subparagraph (i) is replaced by the following:

    b) il constate qu'elle abuse des droits des membres, détenteurs de parts de placement, détenteurs de valeurs mobilières, créanciers, administrateurs ou dirigeants, ou se montre injuste à leur égard en leur portant préjudice ou en ne tenant pas compte de leurs intérêts :

210. Subsection 321(2) of the Act is replaced by the following:

Due diligence

(2) A liquidator is not liable under this Part if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

    (a) financial statements of the cooperative represented to the liquidator by an officer of the cooperative or in a written report of the auditor of the cooperative fairly to reflect the financial condition of the cooperative; or

    (b) a report of a person whose profession lends credibility to a statement made by the professional person.

211. Subsection 326(1) of the Act is replaced by the following:

Heirs and representa-
tives

326. (1) In this section, ``member'' and ``shareholder'' include their heirs and personal representatives.

212. Subsection 328(3) of the Act is repealed.

213. Paragraph 329(2)(d) of the French version of the Act is replaced by the following:

    d) que la coopérative ou toute autre personne morale de son groupe, soit par la façon dont elle conduit ou a conduit ses affaires tant commerciales qu'internes, soit par la façon dont ses administrateurs exercent ou ont exercé leurs pouvoirs, abuse des droits des membres ou des détenteurs de valeurs mobilières ou se montre injuste à leur égard soit en leur portant préjudice soit en ne tenant pas compte de leurs intérêts;

214. The Act is amended by adding the following after section 337: