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

FOR REPORT

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

(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,

(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

(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

(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

(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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