Bill C-5
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TABLE OF PROVISIONS |
| AN ACT RESPECTING COOPERATIVES
|
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
|
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
|
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
|
| 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
|
| 361. Name
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PART 22 |
GENERAL |
Notices |
| 362. Notice to members, shareholders and directors
|
| 363. Notice to a cooperative
|
| 364. Waiver of notice
|
Certificates |
| 365. Certificate of Director
|
| 366. Certificate of cooperative
|
Notices and Documents |
| 367. Signature of declarations
|
| 368. Copies
|
| 369. When notices or documents need not be sent
|
| 370. Proof required by Director
|
Appointment of Director |
| 371. Appointment
|
Regulations |
| 372. Regulations
|
Statements |
| 373. Definition of ``statement''
|
| 374. Annual return
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| 375. Certificate
|
| 376. Alteration
|
| 377. Inspection
|
Records |
| 378. Records of Director
|
PART 23 |
CONTINUANCE |
| 379. Continuance under this Act
|
PART 24 |
CONSEQUENTIAL AMENDMENTS, REPEAL AND COMING INTO FORCE |
Consequential Amendments |
| 380-381. Canada Business Corporations Act
|
| 382-384. Cooperative Credit Associations Act
|
Repeal |
| 385. Canada Cooperative Associations Act
|
Coming into Force |
| 386. Coming into force
|