1998/99 Legislative Session: 3rd Session, 36th Parliament
FIRST READING


The following electronic version is for informational purposes only.
The printed version remains the official version.


BILL 98 -- 1999

COOPERATIVE ASSOCIATION ACT

... continued ...

 
Part 5 -- Association Alterations

 
Division 1 -- Amendments to Memorandum and Rules

Amendment of memorandum and rules

68 (1) Subject to subsection (2) of this section and to sections 70, 173 and 196 (2), an association may amend its memorandum and rules to do any of the following:

(a) change its name to a name approved by the registrar;

(b) add, alter or remove any restriction on

(i) the business that the association may carry on, or

(ii) the powers of the association;

(c) create a class or classes of investment shares;

(d) alter the name or designation of all or any of its shares;

(e) create, define and attach special rights or restrictions to investment shares of any class, whether issued or unissued;

(f) vary or abrogate any special rights or restrictions attached to investment shares of any class, whether issued or unissued;

(g) divide the members into classes of membership with rights, obligations and limitations that may be different for the different classes;

(h) create new classes of membership with rights, obligations and limitations for each new class that may be different from those for the other classes of membership;

(i) redefine the rights, obligations and limitations applicable to a class of membership;

(j) establish a maximum number of

(i) membership shares, or

(ii) investment shares in a class of investment shares;

(k) subdivide its membership shares without par value or its investment shares of any class without par value into membership shares or investment shares, as the case may be, so that the number of those shares is increased;

(l) subdivide its membership shares with par value or its investment shares of any class with par value into membership shares or investment shares, as the case may be, with lesser par value;

(m) consolidate all or any of its shares with par value into shares of greater par value;

(n) consolidate all or any of its shares without par value so that the number of those shares is reduced;

(o) change all or any of its shares with par value into shares without par value;

(p) change all or any of its shares without par value into shares with par value;

(q) extend, reduce or eliminate the maximum number of membership shares that the association is permitted to issue;

(r) extend, reduce or eliminate the maximum number of investment shares of any class of investment shares that the association is permitted to issue;

(s) eliminate a class of investment shares if

(i) none of the shares of that class have been allotted or issued, or

(ii) none of the shares allotted or issued out of that class remain outstanding;

(t) eliminate a class of membership if

(i) no persons have become members of the association in that class of membership, or

(ii) no members of the association remain in that class of membership;

(u) add, alter or remove any other provision of the memorandum or rules.

(2) An amendment under subsection (1) must be authorized by special resolution.

(3) The proportion between the amounts paid and unpaid on any issued shares must be the same after an amendment described in subsection (1) (k) to (p) as before the amendment.

Effective date of amendment

69 (1) A special resolution for a purpose referred to in section 68 (1) does not take effect until a certified copy of it has been filed with and registered by the registrar.

(2) On the registrar accepting for filing a certified copy of a special resolution changing the name of an association, the registrar must issue a certificate showing the change of name and the date the change is effective.

(3) The registrar must publish notice of a change of name in the Gazette.

(4) A change of the name of an association does not affect any of its rights or obligations, or render defective any legal proceedings by or against it, and any legal proceedings that may have been continued or commenced against it under its former name may be continued or commenced against it under its new name.

(5) A certificate of the registrar under subsection (2) is conclusive evidence of compliance with this Act in relation to the change of name.

No interference with class rights without consent

70 (1) A right or special right attached to issued investment shares of any class must not be prejudiced or interfered with under the association's memorandum or rules unless investment shareholders holding investment shares of that class consent by a separate resolution.

(2) The rights, obligations and limitations applicable to a class of membership in an association with more than one class of membership must not be prejudiced or interfered with under the association's memorandum or rules unless members of that class of membership, in a separate vote of those members on the special resolution, consent by the majority required for a special resolution of the association.

 
Division 2 -- Substantial Disposition of Association's Undertaking

No pledge or disposition of association's undertaking without consent

71 (1) Unless the association's rules otherwise provide, an association, unless authorized to do so by a special resolution of the members, must not secure the repayment of money borrowed by the association by means of a charge on the whole or substantially the whole of the undertaking of the association.

(2) An association must not dispose of the whole or substantially the whole of the undertaking of the association unless

(a) the disposition is authorized by a special resolution of the members, and

(b) if there are outstanding investment shares in the association of one or more classes, the investment shareholders of each class of investment shares approve the disposition by a separate resolution.


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