Part 16 — Remedies, Offences and Penalties Division 1 Court Intervention
357 Oppressive or prejudicial actions
the rectification of matters complained of if it is satisfied that
(a) an act or omission of a c ooperative effects a result,
(b) the business or affairs of the cooperative are or have bee n
carried on or conducted in a manner, or
(c) the powers of a director are being or have been exercised in
a manner,
that is oppressive or unfairly prejudicial to, or that unfairly
disregards the interests of, a member or other security holder,
creditor, director or officer of the cooperative.
(2) For the purposes of subsection (1), the Court may make any
order that it considers appropriate, including an order
(a) restraining the conduct complained of;
(b) appointing a receive r or receiver-manager;
(c) requiring the cooperative to amend an agreement with
members generally or with a particular member;
(d) regulating the affairs of the cooperative by amending its
articles or bylaws or creating or amending a unanimous
agreement;
(e) directing an issue or exchange of securities;
(f) directing changes in the directors;
(g) determining whether a per son is or is qualified to be a
member;
(h) determining any matter in r egard to the relations between
the cooperative and a member;
(i) directing the cooperative or any other person to purchase
securities of a security holder;
(j) directing the cooperative or any other person to pay to a
security holder any part of the money paid by the security
holder for securities;
(k) directing the cooperative to redeem membership shares,
repay member loans or pay to a member any other amount
standing to the member's credit in the records of the
cooperative;
(l) varying or setting aside a transaction or contract to which
the cooperative is a party and compensating the cooperative
or any other party to the transaction or contract;
(m) directing the production an d delivery within a specified time
of financial statements of the cooperative;
(n) directing an accounting;
(o) compensating an aggrieved person;
(p) directing rectification of t he registers or other records of the
cooperative under section 359;
(q) liquidating and dissolving the cooperative;
(r) directing a special audit or an investigation under section
289;
(s) requiring the trial of an issue.
(3) If an order made under this section directs that the articles or
bylaws of a cooperative be amended,
(a) the directors, members and investment shareholders must
comply with section 278(5), and
(b) no other amendment to the articles or bylaws may be made
without the consent of the Court until the Court orders
otherwise.
(4) An investment shareholder is not entitled to dissent under
section 277 in respect of an amendment to the articles effected
under this section.
(5) No cooperative may make a payment to a member or
investment shareholder under an order of the Court if there are
reasonable grounds to believe that
(a) the cooperative is, or after the payment would be, unable to
pay its liabilities as they become due, or
(b) the realizable value of the cooperative's assets after the
payment would be less than the total of
(i) its liabilities, and
(ii) the amount that would be re quired to pay the holders of
securities who have a right to be paid, on a redemption
or liquidation, rateably with or in priority to the holders
of the securities to be purchased or redeemed.
(6) An applicant under this section may apply for an order under
section 314 instead of an order under this section.