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Marginal note:Right to dissent

• 302 (1) Unless section 303 or 340 applies, a member or shareholder may dissent if a cooperative resolves to

  • (a) amend its articles in a manner that adversely affects a member’s membership rights or that affects the rights of a shareholder in respect of an investment share;

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• Marginal note:Dissent

  (3) A dissenting member or shareholder must send to the cooperative, at or before any meeting of members or meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the cooperative did not give notice to the member or shareholder of the purpose of the meeting and of the right to dissent.

• Marginal note:Effect of dissent

  (4) A dissenting member is deemed to have given notice of intent to withdraw from the cooperative under this section if the resolution is passed. A dissenting shareholder is deemed to have claimed under this section on behalf of all investment shares in a class held by the shareholder if the resolution is passed.

• Marginal note:Notice of resolution

  (5) The cooperative must, not later than ten days after the members and shareholders have adopted the resolution, send to each dissenting member and shareholder notice that the resolution has been adopted.

• Marginal note:Notice

  (6) A dissenting member or shareholder may, no later than twenty-one days after receiving the notice under subsection (5), or if no notice is received, no later than twenty-one days after learning that the resolution was adopted, send to the cooperative a written notice that contains

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  • (b) if the person is a shareholder, the number of investment shares and the class or classes of the shares held; and

  • (c) a demand

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    • (ii) in the case of a dissenting shareholder, for payment of the fair market value of all investment shares of each class held by the shareholder, fair market value being determined on the day before the resolution was adopted.

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• Marginal note:Share certificates

  (8) A dissenting shareholder must, not later than thirty days after sending the notice under subsection (6), send the certificates representing the investment shares held in the cooperative to the cooperative or to its transfer agent.

• Marginal note:Forfeiture

  (9) A dissenting shareholder who fails to comply with subsection (8) has no right to claim under this section.

• Marginal note:Endorsing certificate

  (10) Each certificate sent under subsection (8) must be endorsed by the cooperative or its transfer agent with a notice that the holder is a dissenting shareholder and must be returned to the shareholder.

• Marginal note:Suspension of rights

  (11) On sending a notice under subsection (6), a member’s rights as a member, and a shareholder’s rights as a shareholder, other than the right to be paid in accordance with subsection (6), are suspended.

• Marginal note:Reinstatement

  (12) The rights of the member or shareholder are reinstated as of the date of the notice referred to in subsection (6) if

  • (a) the dissenting member or shareholder withdraws the demand made under paragraph (6)(c) before the cooperative makes an offer under subsection (13);

  • (b) the cooperative fails to make an offer in accordance with subsection (13) and the dissenting member or shareholder withdraws their notice; or

  • (c) the directors revoke a resolution to amend the articles under subsection 289(2), terminate an amalgamation agreement under subsection 297(7) or an application for continuance under subsection 286(3) or 287(3), or abandon a sale, lease or exchange under subsection 301(7).

• Marginal note:Offer to pay

  (13) A cooperative must, not later than seven days after the later of the day on which the resolution under subsection (1) or (2) is effective or the day the cooperative receives the notice under subsection (6), send to each dissenting member or shareholder

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• Marginal note:Payment

  (15) Subject to subsection (23) or (24), a cooperative must pay to the dissenting member or shareholder the amount offered under subsection (13) no later than ten days after acceptance, but the offer lapses if it is not accepted within thirty days after being made.

• Marginal note:Application to court

  (16) If the dissenting member or shareholder fails to accept the offer, the cooperative may, not later than fifty days after the resolution is approved or any later time that the court may allow, apply to the court to fix the amount to be paid under subsection (6).

• Marginal note:If no application

  (17) If the cooperative fails to make an application under subsection (16) — or fails to make an offer under subsection (13) within the time set out in subsection (16) — a dissenting member or shareholder may, no later than twenty days after the end of that period, make an application for the same purpose.

• Marginal note:Venue

  (18) An application under subsection (16) or (17) may be made to the court having jurisdiction where the registered office of the cooperative is located or to a court having jurisdiction where the dissenting member or shareholder resides if the cooperative carries on business in that jurisdiction.

• Marginal note:Parties

  (19) On an application under subsection (16) or (17), all dissenting members and shareholders whose shares or other interests or rights have not been purchased are joined as parties and the cooperative must notify them, advising each of them of the right to participate in, and the consequences of, the application. No dissenting member or shareholder is required to give security for costs in the application.

• Marginal note:Powers of court

  (20) On an application under subsection (16) or (17), the court must determine who is a dissenting member or shareholder and fix the amount to be paid under subsection (6) and may make any further order that the court thinks fit.

• Marginal note:Notice if subsection (23) or (24) applies

  (21) If subsection (23) or (24) applies, the cooperative must, no later than ten days after the determination under subsection (20), advise each dissenting member and shareholder that subsection (23) or (24) applies.

• (22) If subsection (23) or (24) applies,

  • (a) a dissenting member or shareholder, not later than thirty days after the notice under subsection (21), may by notice to the cooperative withdraw the notice of demand, in which case the member is reinstated as a member or the shareholder is reinstated as a shareholder; or

  • (b) if no notice is given to the cooperative under paragraph (a), the dissenting member or shareholder retains the status of a claimant to be paid as soon as the cooperative may lawfully do so or, in liquidation, to be paid in priority to the remaining members and shareholders.

• Marginal note:Limitation

  (23) The cooperative may not make a payment to a dissenting member or shareholder under this section if there are reasonable grounds to believe that after that payment the cooperative would be in breach of section 149.

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Marginal note:Approval

• 297 (1) The directors of each amalgamating cooperative must submit the amalgamation agreement for approval to a meeting of the members of each amalgamating cooperative and to a meeting of the shareholders of each amalgamating cooperative and, subject to subsection (5), to the holders of each class or series of those investment shares.

• Marginal note:Notice of meeting

  (2) A notice of a meeting of members or shareholders complying with section 52 must be sent in accordance with that section to each member and shareholder of each amalgamating cooperative and must

  • (a) include or be accompanied by a copy or summary of the amalgamation agreement; and

  • (b) state that a dissenting member or shareholder is entitled to the benefit of section 302.

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• Marginal note:Right to vote

  (4) Each investment share carries the right to vote with respect to an amalgamation agreement, whether or not it otherwise carries the right to vote.

• Marginal note:Class vote

  (5) The holders of investment shares of a class or series are entitled to vote separately as a class or series in respect of the amalgamation agreement if it contains a provision that, if contained in a proposed amendment to the articles, would entitle them to vote as a class or series under subsection 290(4).

• Marginal note:Approval

  (6) Subject to subsection (5), an amalgamation agreement is adopted when the members of each amalgamating cooperative and, if any of the amalgamating cooperatives has issued investment shares, their shareholders, have approved the amalgamation agreement by separate special resolutions.

• Marginal note:Termination

  (7) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating cooperative, even if the agreement has been approved by the members and shareholders of all or any of the amalgamating cooperatives.

Marginal note:Notice to members, shareholders and directors

• 362 (1) A notice or document required by this Act, the regulations, the articles, the by-laws or a unanimous agreement to be sent to a member, shareholder or director may be sent to

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  • (b) the shareholder at the shareholder’s latest address as shown in the records of the cooperative or its transfer agent; and

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• Marginal note:Deemed receipt

  (3) A notice or document sent in accordance with subsection (1) to a member, shareholder or director is deemed to have been received seven days after it was sent unless there are reasonable grounds to believe that the member, shareholder or director did not receive the notice or document at that time or at all.

• Marginal note:Undelivered notice

  (4) If a cooperative sends a notice or document to a member or shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the member or shareholder cannot be found, the cooperative is not required to send any further notices or documents to the member or shareholder until the cooperative is informed in writing of their new address.

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Marginal note:Definitions

• 2 (1) The definitions in this subsection apply in this Act.

  affairs

  affairs  means the relationship between a cooperative and its affiliates and their members, shareholders, directors and officers, but does not include the business carried on by those bodies corporate. (affaires internes)

  ordinary resolution

  ordinary resolution  means a resolution passed by a majority — or any greater number set out in the articles or a unanimous agreement — of the votes cast by or on behalf of the persons who are entitled to vote in respect of the resolution. (résolution ordinaire)

  proxy

  proxy  means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of the shareholders. (procuration)

  shareholder

  shareholder means a person described in section 6. (détenteur de parts de placement)

  special resolution

  special resolution  means a resolution passed by not less than two thirds — or any greater number set out in the articles or a unanimous agreement — of the votes cast by or on behalf of the persons who are entitled to vote in respect of the resolution. (résolution spéciale)

  unanimous agreement

  unanimous agreement means an agreement in writing among all members and all shareholders, if any, that contains a provision referred to in subsection 115(1). (convention unanime)

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Marginal note:Investment shares

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• (3) The articles may provide that

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  • (b) the shareholders, any class of shareholders or the holders of a series of investment shares, may elect a fixed number or a percentage of the directors.

• Marginal note:Limit on shareholders’ directors

  (4) Despite subsections (2) and (3), neither the articles nor a unanimous agreement may provide that the shareholders have the right to elect more than twenty per cent of the directors.

• Marginal note:One share, one vote

  (5) If shareholders are entitled to vote in accordance with subsection (3) or otherwise in accordance with this Act, each investment share entitles the holder to one vote.

• Marginal note:Members may exercise shareholder rights if shareholders

  (6) Despite section 37, a member who holds an investment share may exercise any voting right that holders of investment shares have.