Canada Cooperatives Act
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;
(b) amend its articles to add, change or remove a restriction on the business the cooperative may carry on;
(c) amalgamate other than under section 298;
(d) apply for continuance under section 286 or 287; or
(e) sell, lease or exchange all or substantially all of its property under section 301.
Marginal note:Further right
(2) A holder of investment shares of any class or series of shares entitled to vote under section 134 may dissent if the cooperative resolves to amend its articles in a manner described in that section.
(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.
(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
(a) the person’s name and address;
(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
(i) in the case of a dissenting member, for withdrawal from the cooperative, for payment of all membership shares at their fair value and for repayment of any other interest or right held by the member in the cooperative, fair value being determined on the day before the resolution was adopted, and
(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.
Marginal note:Rights of members
(7) Despite the articles, the by-laws or section 39, a dissenting member who has sent a demand under subsection (6) does not have the right to vote at a meeting of the cooperative after having sent the notice. Despite the articles, the by-laws or section 146, the member is entitled to be paid the value of their membership shares in the cooperative in accordance with this section or a court order under subsection 304(4).
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.
(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.
(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
(a) a written offer to pay the amount determined in accordance with subsection (6) and a statement showing how the amount was calculated; or
(b) a statement that subsection (23) or (24) applies.
Marginal note:Same terms
(14) Every offer for membership shares must be on the same terms and every offer for the same class or series of investment shares must be on the same terms.
(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.
(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.
(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.
Marginal note:Effect if 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.
(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.
(24) If the directors determine that the payment to a dissenting member as member would adversely affect the financial well-being of the cooperative, payment may be made at the times that the directors determine, over a period that begins on the day on which the resolution was adopted and ends not later than
(a) five years after that day; or
(b) any other day that is not more than ten years after the day on which the resolution was adopted and that is specified in the articles of the cooperative.
(25) Payments under subsection (24) shall bear interest at the rates prescribed by or calculated in accordance with the regulations.
- 1998, c. 1, s. 302
- 2011, c. 21, s. 107
- Date modified: