284. For the purposes of this Part, “common share” means a share in a body corporate, the rights of the holders of which are equal in all respects, including equal rights to

(a) receive dividends declared by the body corporate on the shares; and

(b) receive the remaining property of the body corporate on dissolution.

285. (1) A body corporate incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance under this Act if the body corporate

(a) satisfies, or by its articles of continuance would satisfy, the requirements for incorporation as a cooperative under this Act;

(b) is organized and operated and carries on its business on a cooperative basis or, by its articles of continuance, causes the body corporate to be organized and operated and to carry on its business on a cooperative basis; and

(c) has a capital and corporate structure that, if set out in its articles and by-laws, would meet the requirements of this Act.

(2) A body corporate incorporated or continued otherwise than under this Act may, if so authorized by its governing legislation, apply to the Director for a certificate of continuance and a certificate of amalgamation under this Act if the body corporate

(a) proposes to be continued under this section for the purpose of amalgamating with another body corporate in compliance with this Act and does, or will after the amalgamation, satisfy the requirements for incorporation as a cooperative under this Act;

(b) is organized and operated and carries on its business on a cooperative basis or, after the amalgamation, will be organized and operated and will carry on its business on a cooperative basis; and

(c) has a capital and corporate structure — or after the amalgamation will have a capital and corporate structure — that, if set out in its articles and by-laws, would meet the requirements of this Act.

(3) A body corporate that applies for continuance under subsection (1) or (2) may, without so stating in its articles of continuance, effect by those articles any amendment to its constating documents if the amendment is one that a cooperative incorporated under this Act may make to its articles.

(4) If a body corporate wishes to apply for continuance under subsection (1), articles of continuance in the form that the Director fixes must be sent to the Director, together with any information that the Director may require and a declaration of the directors

(a) that after continuance the cooperative will be organized and operated and will carry on business on a cooperative basis;

(b) in the case of a cooperative to which Part 20 applies, that after continuance the cooperative will be in compliance with Part 20; and

(c) in the case of a cooperative to which Part 21 applies, that after continuance the cooperative will be in compliance with Part 21.

(5) If a body corporate wishes to apply for continuance under subsection (2), articles of continuance — and articles of amalgamation — in the form that the Director fixes must be sent to the Director, together with an amalgamation agreement containing the particulars set out in section 296, any information that the Director may require and a declaration of the directors

(a) that after amalgamation the cooperative will be organized and operated and will carry on business on a cooperative basis;

(b) in the case of a cooperative to which Part 20 applies, that after amalgamation the cooperative will be in compliance with Part 20; and

(c) in the case of a cooperative to which Part 21 applies, that after amalgamation the cooperative will be in compliance with Part 21.

(6) The Director must issue

(a) a certificate of continuance, on receipt of the articles of continuance and the declaration required by subsection (4), if she or he is satisfied that the requirements for incorporation have been met; or

(b) a certificate of continuance and a certificate of amalgamation, on receipt of the articles of continuance, the articles of amalgamation, the amalgamation agreement and the declaration required by subsection (5), if she or he is satisfied that the requirements for incorporation and the requirements for amalgamation have been met.

(7) For the purpose of subsection (6), the Director may rely on the articles and the declarations.

(8) On the date shown in the certificate of continuance,

(a) the body corporate becomes a cooperative to which this Act applies as if it had been incorporated under this Act;

(b) the articles of continuance are deemed to be the articles of incorporation of the continued cooperative; and

(c) the certificate of continuance is deemed to be the certificate of incorporation of the continued cooperative.

(9) The Director must send, without delay after the certificate of continuance is issued, a copy of that certificate to the appropriate official or public body charged with the administration of the legislation under which continuance under this Act was authorized.

(10) When a body corporate is continued as a cooperative under this Act,

(a) the property of the body corporate continues to be the property of the cooperative;

(b) the cooperative continues to be liable for the obligations of the body corporate;

(c) an existing cause of action, claim or liability to prosecution is unaffected;

(d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the body corporate may be continued to be prosecuted by or against the cooperative; and

(e) a conviction against, or ruling, order or judgment in favour of or against, the body corporate may be enforced by or against the cooperative.

(11) When a body corporate is continued as a cooperative under this Act,

(a) its common shares are deemed to be membership shares to which are attached the rights, privileges and restrictions set out in this Act and the articles;

(b) the holders of the common shares of the body corporate are deemed to be the members of the cooperative; and

(c) any agreement made before continuance under which the holders of any common shares of the body corporate have agreed to vote those shares in a manner provided in the agreement is of no effect.

(12) Subject to section 182,

(a) a share of a body corporate issued before it was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance, irrespective of whether the share is fully paid and of any designation, right, privilege, restriction or condition set out on or referred to in the certificate representing the share;

(b) continuance under this Act does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share; and

(c) shares carry voting rights only to the extent permitted by this Act.

(13) If a cooperative continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the cooperative may, if a holder of such a share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form for the same number of shares to the holder.

(14) For the purposes of subsections (12) and (13), “share” includes a document referred to in any of subsections 142(1) to (3), a share warrant within the meaning of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or a like instrument.

286. (1) A cooperative, other than one to which Part 20 or 21 applies, with membership share capital may, on special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, apply for continuance under the Canada Business Corporations Act, the Bank Act, the Insurance Companies Act, the Trust and Loan Companies Act or the Cooperative Credit Associations Act. On the date specified in the document evidencing the continuance, that Act applies and this Act ceases to apply to the body corporate continued under that Act.

(2) On a continuance under subsection (1), the membership shares of a cooperative are deemed to be common shares without a par value.

(3) If a special resolution authorizing the application for continuance referred to in subsection (1) so states, the directors may, without further approval of the members or shareholders, withdraw the application before it is acted on.

(4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under this section, the Director must file the notice and issue a certificate of discontinuance in the form that the Director fixes.

(5) This Act ceases to apply to the cooperative on the date shown in the certificate of discontinuance.

287. (1) Subject to subsection (6) and Parts 20 and 21, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, may, if it establishes to the satisfaction of the Director by a declaration of the directors that its proposed continuance in another jurisdiction would not have an effect set out in any of paragraphs (a) to (d), apply to the appropriate official or public body of another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction, namely, that the continuance would not

(a) adversely affect the members, creditors or shareholders;

(b) result in the cooperative carrying on its business and affairs in a manner not consistent with carrying on business on a cooperative basis;

(c) result in a cooperative to which Part 20 applies carrying on its business or affairs in a manner not consistent with Part 20; or

(d) result in a cooperative to which Part 21 applies carrying on its business or affairs in a manner not consistent with Part 21.

(2) A notice of a meeting of the cooperative to authorize a continuance under this section must be sent to each member and shareholder and state that a dissenting member or shareholder is entitled to the benefit of section 302, but failure to make that statement does not invalidate a discontinuance under this Act.

(3) The directors may, if authorized by the special resolution at the time of approving an application for continuance under this section, abandon the application without further approval of the members or shareholders.

(4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under the laws of another jurisdiction, the Director must file the notice and issue a certificate of discontinuance in the form that the Director fixes.

(5) This Act ceases to apply to the cooperative on the date shown in the certificate of discontinuance.

(6) A cooperative may not be continued as a body corporate under the laws of another jurisdiction unless those laws provide that

(a) its property continues to be the property of the body corporate;

(b) the body corporate continues to be liable for the obligations of the cooperative;

(c) an existing cause of action, claim or liability to prosecution is unaffected;

(d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the cooperative may be continued to be prosecuted by or against the body corporate; and

(e) a conviction against, or ruling, order or judgment in favour of or against, the cooperative may be enforced by or against the body corporate.

288. Each investment share carries the right to vote on a continuance under section 286 or 287, whether or not it otherwise carries the right to vote.

289. (1) Subject to subsections (3) and 130(2) and sections 134, 290 and 291, the articles of a cooperative may be amended by a special resolution to

(a) change its name;

(b) change the place in which its registered office is situated;

(c) add, change or remove a restriction on the business or businesses that the cooperative may carry on;

(d) convert par-value membership shares into no-par-value membership shares and provide for a maximum number of membership shares that may be issued;

(e) change a price or formula at which membership shares may be issued or redeemed or otherwise acquired by the cooperative;

(f) add, change or remove restrictions on membership;

(g) convert a cooperative that is incorporated without membership shares to a cooperative with membership shares and provide for membership shares with a par value and their par value or membership shares without a par value and the maximum number of membership shares that may be issued;

(h) convert a cooperative with membership shares into a cooperative without membership shares and provide for the conversion of membership shares into member loans;

(i) change any maximum number of shares that the cooperative is authorized to issue;

(j) reduce or increase its stated capital, if its stated capital is set out in the articles;

(k) create investment shares or new classes of investment shares;

(l) change the designation of all or any of its investment shares and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its investment shares, whether issued or unissued;

(m) change the investment shares of any class or series, whether issued or unissued, into a different number of investment shares of the same class or series or into the same or a different number of investment shares of other classes or series;

(n) divide a class of investment shares, whether issued or unissued, into series and fix the number of investment shares in each series and the rights, privileges, restrictions and conditions of them;

(o) authorize the directors to divide any class of unissued investment shares into series and fix the number of investment shares in each series and the rights, privileges, restrictions and conditions of them;

(p) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued investment shares of any series;

(q) revoke, diminish or enlarge any authority conferred under paragraphs (o) and (p);

(r) increase or decrease the number of directors or the minimum or maximum number of directors, subject to section 76 and subsection 124(4);

(s) add, change or remove restrictions on the issue, transfer or ownership of investment shares; or

(t) add, change or remove any other provision that is permitted by this Act to be set out in the articles.

(2) The directors may, if authorized by the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the members or shareholders.

(3) If the name of a cooperative is indicative of a restriction on the business that may be carried on by it, the articles of the cooperative may not be amended to remove that restriction unless its name is also amended.

(4) An amendment to the articles of a cooperative may not be made if it would result in the cooperative not being organized or operated or not carrying on business on a cooperative basis or, if applicable, result in the cooperative not being in compliance with Part 20 or 21.

1998, c. 1, s. 289; 2001, c. 14, s. 205.

290. (1) Subject to subsection (2), a person referred to in subsection 58(2) or (2.1) may make a proposal to amend the articles and section 58 applies, with any modifications that the circumstances require, to any meeting of the cooperative at which the proposal is to be considered.

(2) Notice of the meeting of a cooperative at which a proposal to amend the articles is to be considered must set out the proposed amendment and, if applicable, state that a dissenting member or a dissenting shareholder is entitled to the benefit of section 302, but failure to make that statement does not invalidate an amendment.

(3) A proposed amendment to the articles referred to in subsection (1) is adopted when approved by a special resolution of the members and, subject to section 134, if the cooperative has issued investment shares, by a separate special resolution of the shareholders or the class or series thereof.

(4) Each investment share that is affected by a proposed amendment to the articles carries the right to vote in accordance with section 134.

1998, c. 1, s. 290; 2001, c. 14, s. 206.

291. (1) Subject to any revocation under subsection 130(5) or 289(2), after an amendment has been adopted, articles of amendment must be sent to the Director in the form that the Director fixes, together with any information that the Director may require and a declaration of the directors

(a) that the cooperative will be organized and operated and will carry on business on a cooperative basis;

(b) if the cooperative is one to which Part 20 applies, that the cooperative will comply with Part 20; and

(c) if the cooperative is one to which Part 21 applies, that the cooperative will comply with Part 21.

(2) If an amendment effects or requires a reduction of stated capital, subsections 151(2) and (5) apply.

292. On receipt of articles of amendment and the declaration required by subsection 291(1), the Director must issue a certificate of amendment.

293. (1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

(2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the cooperative or its directors or officers, or any civil, criminal, administrative, investigative or other action or proceeding to which a cooperative or its directors or officers are a party.

294. (1) The directors may at any time, and must when reasonably so directed by the Director, restate the articles of incorporation.

(2) Restated articles of incorporation in the form that the Director fixes must be sent to the Director.

(3) On receipt of restated articles of incorporation, the Director must issue a restated certificate of incorporation.

(4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation.

1998, c. 1, s. 294; 2001, c. 14, s. 207(E).

295. Two or more cooperatives, including holding and subsidiary cooperatives, may amalgamate and continue as one cooperative, provided that the amalgamation agreement sets out a capital and corporate structure for the amalgamated cooperative that is one that would meet the requirements for a cooperative to be incorporated under this Act.

296. (1) Each cooperative proposing to amalgamate must enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out

(a) the provisions that are required to be included in articles of incorporation under section 11;

(b) the name and address of each proposed director of the amalgamated cooperative;

(c) the manner in which the shares of each amalgamating cooperative are to be converted into membership shares of the amalgamated cooperative and, if applicable, investment shares or other securities of the amalgamated cooperative;

(d) if any share of an amalgamating cooperative is not to be converted into shares or securities of the amalgamated cooperative, the amount of money or securities of a cooperative that the holders of those shares are to receive in addition to or instead of shares or securities of the amalgamated cooperative;

(e) the manner of payment of money instead of the issue of fractional shares of the amalgamated cooperative or of any other body corporate the securities of which are to be received in the amalgamation;

(f) whether the by-laws of the amalgamated cooperative are to be those of one of the amalgamating cooperatives, and if not, a copy of the proposed by-laws; and

(g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated cooperative.

(2) If shares of one of the amalgamating cooperatives are held by or on behalf of another of the amalgamating cooperatives, the amalgamation agreement must provide for the cancellation of the shares when the amalgamation becomes effective without any repayment of capital in respect of them, and no provision may be made in the agreement for the conversion of those shares into shares of the amalgamated cooperative.

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.

(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.

(3) Failure to make the statement referred to in paragraph (2)(b) does not invalidate an amalgamation.

(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.

(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).

(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.

(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.

298. (1) A cooperative that is a holding cooperative may amalgamate with one or more of its wholly owned subsidiary cooperatives. The cooperative and subsidiaries continue as one cooperative without complying with sections 295 to 297 if

(a) the amalgamation is approved by a resolution of the directors of each amalgamating cooperative; and

(b) the resolutions provide that

(i) the shares of each subsidiary be cancelled without any repayment of capital in respect of them,

(ii) except as may be prescribed, the articles of amalgamation be the same as the articles of the amalgamating holding cooperative, and

(iii) no shares or securities may be issued by the amalgamated cooperative in connection with the amalgamation.

(2) Two or more wholly owned subsidiary cooperatives of a holding entity may amalgamate and continue as one cooperative without complying with sections 295 to 297 if

(a) the amalgamation is approved by a resolution of the directors of each amalgamating cooperative; and

(b) the resolutions provide that

(i) the shares of all but one of the amalgamating subsidiaries be cancelled without any repayment of capital in respect of them,

(ii) except as may be prescribed, the articles of amalgamation be the same as the articles of the amalgamating subsidiary cooperative whose shares are not cancelled, and

(iii) the stated capital of the amalgamating subsidiaries whose shares are cancelled are added to the stated capital of the amalgamating subsidiary whose shares are not cancelled.

(3) Despite subparagraph (2)(b)(ii) and section 289, the directors of the holding entity of the subsidiaries referred to in subsection (2) may, by resolution, approve a new name for the amalgamated cooperative, so long as, in a case to which Part 20 or 21 applies, the name would comply with the provisions of the applicable Part.

1998, c. 1, s. 298; 2001, c. 14, s. 208.

299. (1) After an amalgamation has been approved under section 297 or 298, articles of amalgamation in the form that the Director fixes must be sent to the Director, together with a notice of registered office and a notice of the directors of the amalgamated cooperative.

(2) A declaration of the directors of each amalgamating cooperative must be attached to the articles of amalgamation and must establish

(a) that the amalgamated cooperative will be organized and operated and will carry on business on a cooperative basis;

(b) if the cooperative is one to which Part 20 applies, that the amalgamated cooperative will comply with Part 20;

(c) if the cooperative is one to which Part 21 applies, that the cooperative will comply with Part 21;

(d) that there are reasonable grounds to believe that

(i) each amalgamating cooperative is, and the amalgamated cooperative will be, able to pay its liabilities as they become due, and

(ii) the realizable value of the amalgamated cooperative’s assets will not be less than the total of its liabilities and stated capital of all classes; and

(e) that there are reasonable grounds to believe that

(i) no creditor will be prejudiced by the amalgamation, or

(ii) adequate notice has been given to all known creditors of the amalgamating cooperatives and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.

(3) For the purpose of subparagraph (2)(e)(ii), adequate notice is given if

(a) a notice in writing is sent to each known creditor who has a claim against any of the amalgamating cooperatives that exceeds one thousand dollars;

(b) a notice in writing is published once in a newspaper published or distributed in the place where each amalgamating cooperative has its registered office and reasonable notice is given in each province where the cooperative carries on business; and

(c) each notice states that the cooperative intends to amalgamate with one or more specified cooperatives in accordance with this Act and that a creditor of the cooperative may object to the amalgamation not later than thirty days after the date of the notice.

(4) On receipt of articles of amalgamation and the declarations required by subsection (2), the Director must issue a certificate of amalgamation if the Director is satisfied that

(a) the articles are in accordance with section 11 and, if applicable, section 353 and subsection 359(2);

(b) the cooperative will be organized and operated and will carry on business on a cooperative basis;

(c) the things described in paragraphs (2)(d) and (e) are true; and

(d) if applicable, Part 20 or 21 has been complied with.

(5) For the purposes of paragraphs (4)(b) to (d), the Director may rely on the articles and the declarations required by subsection (2).

300. On the date shown in a certificate of amalgamation,

(a) the amalgamation of the amalgamating cooperatives and their continuance as one cooperative becomes effective;

(b) the property of each amalgamating cooperative continues to be the property of the amalgamated cooperative;

(c) the amalgamated cooperative continues to be liable for the obligations of each amalgamating cooperative;

(d) an existing cause of action, claim or liability to prosecute is unaffected;

(e) a civil, criminal, administrative, investigative or other action or proceeding pending by or against an amalgamating cooperative may be continued to be prosecuted by or against the amalgamated cooperative;

(f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating cooperative may be enforced by or against the amalgamated cooperative; and

(g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated cooperative and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated cooperative.

301. (1) A sale, lease or exchange of all or substantially all of the property of a cooperative, other than in the ordinary course of business, requires the approval of the members and shareholders in accordance with subsections (2) to (7).

(2) A notice of meeting complying with section 52 must be sent to all members and shareholders and must

(a) include a copy or summary of the proposed agreement of sale, lease or exchange; and

(b) state that a dissenting member or shareholder is entitled to bring section 302 into effect.

(3) Failure to make the statement referred to in paragraph (2)(b) does not invalidate the disposition.

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

(5) The holders of investment shares of a class or series are entitled to vote separately as a class or series if the class or series is affected differently from another class or series by the proposed disposition.

(6) Subject to subsection (5), a disposition is authorized when approved by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class or series. The special resolution may authorize the directors to fix any terms or conditions of a sale, lease or exchange.

(7) The directors, if authorized by the members and shareholders approving a proposed disposition, and subject to the rights of third parties, may abandon the disposition without further approval.

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.

(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.

(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.

(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 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.

(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).

(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.

(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.

(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).

(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.

(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.

(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).

(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 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.

(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.

(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.

(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.

303. (1) This section applies to a reorganization made pursuant to a court order under section 340, a court order approving a proposal under the Bankruptcy and Insolvency Act or a court order that affects the rights among the cooperative, its members, shareholders and creditors made under any other Act of Parliament.

(2) No court order for reorganization may result in a cooperative

(a) no longer being organized or operating or carrying on business on a cooperative basis;

(b) if the cooperative is one to which Part 20 applies, not complying with Part 20; or

(c) if the cooperative is one to which Part 21 applies, not complying with Part 21.

(3) If a cooperative is subject to an order referred to in subsection (1), its articles may be amended by the order to effect any changes that might lawfully be made by an amendment under this Act.

(4) If a court makes an order referred to in subsection (1), the court may also

(a) authorize the issue of debt obligations that if held by members may be converted to membership shares or investment shares and otherwise may be converted to investment shares and fix the terms of them; and

(b) appoint directors in place of or in addition to all or any of the directors then in office.

(5) After an order referred to in subsection (1) has been made, articles of reorganization in the form that the Director fixes, together with, if applicable, notice of registered office and notice of change of directors, must be sent to the Director.

(6) On receipt of articles of reorganization, the Director must issue a certificate of amendment.

(7) A reorganization becomes effective on the date shown on the certificate of amendment and the articles of incorporation are amended accordingly.

(8) No member or shareholder is entitled to dissent under section 302 if an amendment to the articles of incorporation is effected under this section.

304. (1) In this section, “arrangement” includes

(a) a continuance for the purpose of amalgamation;

(b) an amendment to the articles of a cooperative;

(c) an amalgamation of two or more cooperatives;

(d) an amalgamation of a body corporate with a cooperative that results in an amalgamated cooperative;

(e) an amalgamation of two bodies corporate to become a cooperative;

(f) a division of the business carried on by a cooperative;

(g) a transfer of all or substantially all of the property of a cooperative to another body corporate in exchange for property, money or securities of the body corporate;

(h) an exchange of securities of a cooperative for property, money or other securities of the cooperative or property, money or securities of another body corporate, subject to the issue or transfer of membership shares to members;

(i) a liquidation and dissolution of a cooperative; and

(j) any combination of the events set out in paragraphs (a) to (i).

(2) For the purposes of this section, a cooperative is insolvent

(a) when it is unable to pay its liabilities as they become due; or

(b) if the realizable value of its assets is less than the total of its liabilities and the stated capital of all membership shares and investment shares.

(3) If it is not feasible for a cooperative that is not insolvent to effect a fundamental change in the nature of an arrangement under any other provision of this Act, the cooperative may apply to a court for an order approving an arrangement proposed by the cooperative.

(4) In connection with an application under this section, the court may make any order it thinks fit, including an order

(a) respecting the giving of notice of the application, subject to subsection (6);

(b) respecting the representation of the interests of members or shareholders;

(c) requiring meetings of the cooperative to be held;

(d) permitting a member or shareholder to dissent under section 302; and

(e) approving an arrangement in any manner the court may direct.

(5) The court may not make an order that would result in the cooperative

(a) no longer being organized or operating or carrying on business on a cooperative basis;

(b) if the cooperative is one to which Part 20 applies, not complying with Part 20; and

(c) if the cooperative is one to which Part 21 applies, not complying with Part 21.

(6) Notice of an application under subsection (4) must be given to the Director and the Director is entitled to appear and be heard in person or by counsel.

(7) If an order is made under paragraph (4)(e), articles of arrangement in the form that the Director fixes, together with, if applicable, notice of registered office and notice of change of directors, must be sent to the Director.

305. (1) On receipt of articles of arrangement, the Director must issue a certificate of arrangement.

(2) An arrangement becomes effective on the date shown in the certificate of arrangement.