Bill C-5
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PART 16 |
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FUNDAMENTAL CHANGES |
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Definition of
``common
share''
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284. For the purposes of this Part, ``com
mon 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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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 corpo
rate
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Continuance
for the
purpose of
amalgama- tion
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(2) A body corporate incorporated or con
tinued 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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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 continu
ance, 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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Articles of
continuance
and articles of
amalgama- tion
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(5) If a body corporate wishes to apply for
continuance under subsection (2), articles of
continuance - and articles of amalgam
ation - in the form that the Director fixes
must be sent to the Director, together with an
amalgamation agreement containing the par
ticulars set out in section 296, any information
that the Director may require and a declaration
of the directors
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Certificate of
continuance
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(6) The Director must issue
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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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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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Membership
shares
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(11) When a body corporate is continued as
a cooperative under this Act,
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Issued shares
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(12) Subject to section 182,
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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 re
ferred 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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Continu- ance - 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
disconti- nuance
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(4) On receipt of a notice satisfactory to the
Director that the cooperative has been contin
ued under this section, the Director must file
the notice and issue a certificate of discontinu
ance in the form that the Director fixes.
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Date of
disconti- nuance
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(5) This Act ceases to apply to the coopera
tive 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 coopera
tive has issued investment shares, on a sepa
rate 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 coop
erative be continued as if it had been incorpo
rated under the laws of that other jurisdiction,
namely, that the continuance would not
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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 share
holder 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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Abandon- ment 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 ap
proval of the members or shareholders.
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Certificate of
disconti- nuance
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(4) On receipt of a notice satisfactory to the
Director that the cooperative has been contin
ued 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
disconti- nuance
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(5) This Act ceases to apply to the coopera
tive on the date shown in the certificate of
discontinuance.
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Require- ments 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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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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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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