Bill C-5
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TABLE OF PROVISIONS |
AN ACT RESPECTING COOPERATIVES
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SHORT TITLE |
1. Short title
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PART 1 |
INTERPRETATION AND APPLICATION |
Interpretation |
2. Definitions
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Purpose and Application |
3. Purposes of Act
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4. Control
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Share Ownership |
5. Membership share ownership
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6. Investment share ownership
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Cooperative Basis |
7. Cooperative basis
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PART 2 |
INCORPORATION, STRUCTURE AND ORGANIZATION |
Incorporators |
8. Incorporators
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Capital Structure |
9. Capital structure
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Application for Incorporation |
10. Application
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Articles of Incorporation |
11. Articles
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Incorporation |
12. Issuance of certificate of incorporation
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13. Date of existence and effect
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By-laws |
14. Adoption of by-laws
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15. By-laws - mandatory provisions
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16. Binding effect of by-laws and articles
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17. Copies
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Cooperative Basis |
18. Cooperative basis
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Pre-incorporation Contracts |
19. Pre-incorporation contracts
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Name |
20. Required name
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21. Other name
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22. Reservation of name
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23. Prohibited names
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24. Direction to change name
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25. Prohibition on use of name
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PART 3 |
CAPACITY AND POWERS |
26. Legal capacity
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27. Powers outside the jurisdiction
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28. Assertions
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29. No personal liability
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PART 4 |
REGISTERED OFFICE AND RECORDS |
Registered Office |
30. Place of registered office
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Records |
31. Record keeping
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32. Form of records
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Lists |
33. Lists
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Corporate Seal |
34. Corporate seal
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PART 5 |
MEMBERSHIP |
Conditions for Membership |
35. By-laws govern
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36. Application for membership
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37. Right to vote
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38. Members under eighteen years of age
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Withdrawal from Membership |
39. Withdrawal of membership
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Termination of Membership |
40. Termination of membership by directors
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Limitation |
41. Limitation on by-law
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Termination of Membership by Members |
42. Termination by members
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Other Terminations |
43. Termination of inactive membership
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44. Non-profit housing cooperatives
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45. Re-admission
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46. Transfer
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47. If membership too low
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PART 6 |
CORPORATE GOVERNANCE |
Meetings |
48. Place of members' meetings
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49. Calling members' meetings
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50. Calling meetings of the members
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51. Record date
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52. Notice of meetings
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53. Notice not required
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54. Failure to receive notice
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55. Notice when adjournment
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56. Special business
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57. Waiver of notice
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Proposals |
58. Proposals
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59. Liability for circulation
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60. Refusal to include proposal
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Lists |
61. List of persons entitled to receive notice
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Procedure |
62. Quorum
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63. Representative
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64. Joint voting - members
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65. Voting by show of hands
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66. Resolution in lieu of meeting
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67. Proof
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68. One shareholder meeting
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Requisitions |
69. Requisition of meeting
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Other Methods of Calling Meetings |
70. If meeting not called when required
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71. Meeting called by court
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72. Court review of election
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By-laws |
73. Making or amendment of by-law by members
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74. Proposal of by-law
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75. Effective date of by-law
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PART 7 |
DIRECTORS AND OFFICERS |
General Provisions |
76. Number of directors
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77. Directors as members
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78. Qualifications
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79. Functions of directors
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80. Duties
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81. Notice of directors
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82. Organizational meeting
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83. Rules for election of directors
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84. Maximum term
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85. Vacancy on board
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86. Continuation in office
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87. Ceasing to hold office
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88. Removal of directors
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89. Resignation statement
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90. Right to attend meetings
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91. Notice of change
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92. Place of meetings
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93. Content of notice
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94. Waiver of notice
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95. Adjourned meeting
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96. Quorum
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97. Majority
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98. Electronic meeting
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99. Validity of acts
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100. Resolution in lieu of meeting
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Liability |
101. Directors' liability
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102. Liability for wages
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Conflict of Interests |
103. Disclosure of interest
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104. Voting
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105. Continuing disclosure
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106. Effect of disclosure
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107. Court order
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Officers |
108. Officers
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109. Appointment of managing director or committee
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110. Deemed assent
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111. Defence
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112. Remuneration
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113. Indemnification
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114. Application to court
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115. Restricting powers of directors
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PART 8 |
CAPITAL STRUCTURE |
Membership Capital |
116. Loan capital
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117. Membership shares
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118. Issuance to members
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Certificates |
119. Issue of certificates
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120. Authorized capital
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121. Fixed or determined value
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122. Distribution on dissolution
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123. Charge on membership shares for amounts
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Investment Shares |
124. Investment shares
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125. No-par-value shares
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126. Shares in series
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127. Pre-emptive right
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128. Commissions
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129. Charge on investment shares
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Constraints |
130. Constraints on shares
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131. Sale of constrained shares
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132. Trust moneys
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133. Election of directors
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134. Amendment of articles
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Corporate Finance |
135. Power to issue investment shares
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136. Payment for investment shares
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137. Borrowing
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138. Stated capital account
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139. Other additions to stated capital account
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140. Surplus accounts
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141. Shares not assessable
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142. Options and rights
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143. Reserves
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144. Holding own shares
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145. Exception for holding own shares
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146. Redemption of membership shares
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147. Acquisition of investment shares
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148. Alternative share acquisition
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149. Limitation on acquisition or redemption
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150. Cancellation or resurrection of shares
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151. Reduction of capital
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152. Adjustment of stated capital account
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153. Form of dividend
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154. Limitation on paying dividends
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155. Patronage returns
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156. Investment of patronage return
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157. Loans from patronage returns
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158. Insolvent cooperative
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Marketing |
159. Marketing plans
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Loans and Guarantees |
160. Prohibited loans and guarantees
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161. Enforcement of contract to buy shares
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162. Debt obligations
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PART 9 |
PROXIES |
163. Interpretation
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164. Appointing proxyholder
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165. Mandatory solicitation
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166. Soliciting proxies
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167. Exemption order
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168. Attendance at meeting
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169. Duty of intermediary
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170. Restraining order
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PART 10 |
INSIDER TRADING |
171. Interpretation
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172. Prohibition of short sale
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173. Definition of ``insider''
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PART 11 |
COMPULSORY ACQUISITION |
174. Definitions
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175. Right to acquire
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176. Distributing cooperative
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PART 12 |
SECURITY CERTIFICATES, REGISTERS AND TRANSFERS |
Interpretation |
177. Definitions
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Application |
178. Application
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Security Certificates |
179. Security certificate
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180. Fee
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181. Joint owners
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182. Signatures
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183. Contents of certificate
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184. Contents of certificate
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185. Fractional shares
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Registers |
186. Securities register
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187. Agent
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188. Registration
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189. Trustee
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190. Proof of ownership
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191. Proof of ownership
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192. Joint owners
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193. Duties of cooperative
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194. Minors
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195. Deceased owner
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196. Overissue
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197. Exemptions
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Proceedings |
198. Rules of action
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Delivery |
199. Delivery of securities
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General |
200. Incorporation by reference
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201. Validity of security
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202. Defence
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203. Defences
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204. Deemed notice
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205. Unauthorized signature
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206. Completion of form
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207. Enforceability
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208. Fraud
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209. Guarantees
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210. Acquisition of rights
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211. Limited interests
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212. Deemed notice
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213. No duty to inquire
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214. Deemed notice
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215. Staleness
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216. Guarantee
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217. Content of guarantee
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218. Guarantee of intermediary
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219. Guarantee of broker
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220. Right to compel endorsement
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221. Definition of ``appropriate''
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222. Endorsement
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223. Immunity of endorser
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224. Partial endorsement
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225. Effect of failure by fiduciary to comply
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226. Effect of endorsement without delivery
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227. Endorsement in bearer form
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228. Effect of unauthorized endorsement
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229. Warranties of guarantor of signature
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230. Presumption of delivery
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231. Presumption of ownership
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232. Delivery of security
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233. Right to reclaim possession
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234. Right to requisites for registration
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235. Seizure of security
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236. Not liable if good faith delivery
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237. Duty to register transfer
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238. Assurance of endorsement
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239. Notice from additional documentation
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240. Limited duty of inquiry
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241. Inquiry into adverse claim
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242. Duration of notice of adverse claim
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243. Limitation on issuer's liability
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244. Lost or stolen security
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245. Duty
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246. Notice to agent or mandatary
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PART 13 |
FINANCIAL DISCLOSURE |
247. Annual financial statements to members
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248. Exemption
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249. Consolidated statements
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250. Approval of financial statements
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251. Copies to shareholders
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252. Copies of financial statements to Director
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253. Qualifications of auditor
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254. Appointment of auditor
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255. Dispensing with auditor
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256. Ceasing to hold office
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257. Removal of auditor
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258. Filling vacancy
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259. Court appointed auditor
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260. Right to attend meeting
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261. Examination
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262. Right to information
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263. Audit committee
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264. Notice of error
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265. Qualified privilege
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PART 14 |
TRUST INDENTURES |
Interpretation |
266. Definitions
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Application |
267. Application
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General |
268. Conflict of interests
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269. Validity despite conflict
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270. Removal of trustee
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271. Trustee application
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272. List of security holders
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273. Compliance with trust indentures
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274. Trustee may require evidence
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275. Notice of default
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276. Duty
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277. No exculpation
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PART 15 |
RECEIVERS AND RECEIVER-MANAGERS |
278. Functions of receiver
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279. Functions of receiver-manager
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280. Directors' powers cease
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281. If receiver appointed by court
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282. Directions given by court
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283. Required action
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PART 16 |
FUNDAMENTAL CHANGES |
284. Definition of ``common share''
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285. Continuance
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286. Continuance - other federal acts
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287. Export
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288. Shareholders right to vote
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289. Amendment of articles
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290. Proposal to amend
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291. Delivery of articles
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292. Certificate of amendment
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293. Effect of certificate
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294. Restated articles
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295. Amalgamation
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296. Amalgamation agreement
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297. Approval
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298. Vertical short-form amalgamation
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299. Sending of articles
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300. Effect of certificate
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301. Extraordinary disposition
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302. Right to dissent
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303. Reorganization
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304. Definition of ``arrangement''
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305. Certificate of arrangement
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PART 17 |
LIQUIDATION AND DISSOLUTION |
306. Definition of ``court''
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307. Application of Part
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308. Revival
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309. Dissolution if no property and no liability
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310. Proposing liquidation and dissolution
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311. Dissolution by Director
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312. Grounds for dissolution
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313. Further grounds
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314. Application for supervision
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315. Application to court
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316. Powers of court
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317. Effect of order
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318. Cessation of business and powers
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319. Appointment of liquidator
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320. Duties of liquidator
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321. Powers of liquidator
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322. Costs of liquidation
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323. Right to distribution in money
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324. Powers of court
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325. Custody of records
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326. Heirs and representatives
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327. Unknown claimants
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328. Vesting in Crown
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PART 18 |
INVESTIGATIONS |
329. Investigation
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330. Powers of court
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331. Powers of inspector
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332. Hearing in private
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333. Incriminating statements
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334. Absolute privilege - defamation
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335. Membership shares included
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336. Solicitor-client privilege
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337. Inquiries
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PART 19 |
REMEDIES, OFFENCES AND PUNISHMENT |
338. Definitions
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339. Commencement of derivative action
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340. Application to court re oppression
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341. Evidence of member or shareholder approval not decisive
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342. Application to court to rectify records
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343. Application for directions
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344. Notice of refusal by Director
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345. Appeal from Director's decision
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346. Restraining or compliance order
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347. Summary application to court
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348. Appeal of final order
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349. Offences with respect to this Act
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350. Order to comply
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351. Alternative resolution
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PART 20 |
ADDITIONAL PROVISIONS RESPECTING NON-PROFIT HOUSING COOPERATIVES |
352. Application
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353. Requirement of articles
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354. Special limitations
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355. By-laws
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356. Member occupancy rights
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357. Non-profit requirements
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358. Resolution if proposed fundamental change
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PART 21 |
ADDITIONAL PROVISIONS RESPECTING WORKER COOPERATIVES |
359. Definition of ``worker cooperative''
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360. By-laws
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361. Name
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PART 22 |
GENERAL |
Notices |
362. Notice to members, shareholders and directors
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363. Notice to a cooperative
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364. Waiver of notice
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Certificates |
365. Certificate of Director
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366. Certificate of cooperative
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Notices and Documents |
367. Signature of declarations
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368. Copies
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369. When notices or documents need not be sent
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370. Proof required by Director
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Appointment of Director |
371. Appointment
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Regulations |
372. Regulations
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Statements |
373. Definition of ``statement''
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374. Annual return
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375. Certificate
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376. Alteration
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377. Inspection
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Records |
378. Records of Director
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PART 23 |
CONTINUANCE |
379. Continuance under this Act
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PART 24 |
CONSEQUENTIAL AMENDMENTS, REPEAL AND COMING INTO FORCE |
Consequential Amendments |
380-381. Canada Business Corporations Act
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382-384. Cooperative Credit Associations Act
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Repeal |
385. Canada Cooperative Associations Act
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Coming into Force |
386. Coming into force
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