Part 12 — Fundamental Changes
271 Amalgamation agreement
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 article s
under section 5,
(b) the name and contact information of each proposed director
of the amalgamated cooperative,
(c) the manner in which the memberships, member loans and
membership shares of each of the amalgamating
cooperatives are to be converted into memberships, member
loans or membership shares of the amalgamated cooperative
and, if applicable, the manner in which the investment
shares or other securities of the amalgamating cooperatives
are to be converted into investment shares or other securities
of the amalgamated cooperative,
(d) if any share of an amalgamating cooperative is not to be
converted into a membership, membership share or security
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 memberships,
membership 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 corporation the securities of which are to be received
in the amalgamation,
(f) whether the bylaws of the a malgamated cooperative are to
be those of one of the amalgamating cooperatives and, if
not, a copy of the proposed bylaws, 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.
2001 cC-28.1 s271;2022 c16 s3(51)