Part 12 — Fundamental Changes
277 Right to dissent
shareholder may dissent if a cooperative resolves to
(a) amend its articles in a man ner that adversely affects the
rights of an investment 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 th an under section 273,
(d) apply for continuance under section 261, or
(e) sell, lease or exchange all or substantially all of its pr operty
under section 276.
(2) A holder of investment shares of any class or series of shares
entitled to vote under section 116 may dissent if the cooperative
resolves to amend its articles in a manner described in that section.
(3) A dissenting investment shareholder must send to the
cooperative, at or before any meeting of investment 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 investment shareholder of the purpose of the
meeting and of the right to dissent.
(4) A dissenting investment shareholder is deemed to have claimed
under this section on behalf of all investment shares in a class held
by the investment shareholder if the resolution is passed.
(5) The cooperative must, not later than 10 days after the members
and investment shareholders have adopted the resolution, send to
each dissenting investment shareholder notice that the resolution
has been adopted.
(6) A dissenting investment shareholder may, no later than 21 days
after receiving the notice under subsection (5) or, if no notice is
received, no later than 21 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) the number of investment shares and the class or classes o f
the investment shares held, and
(c) a demand for payment of t he fair market value of all
investment shares of each class held by the investment
shareholder, fair market value being determined as of the
day before the resolution was adopted.
(7) to (9) Repealed 2022 c16 s3(53).
(10) On the sending of a notice under subsection (6), an
investment shareholder's rights as an investment shareholder, other
than the right to be paid in accordance with subsection (6), are
suspended.
(11) The rights of the investment shareholder are reinstated as of
the date of the notice referred to in subsection (6) if
(a) the dissenting investment shareholder withdraws the
demand made under subsection (6)(c) before the cooperative
makes an offer under subsection (12),
(b) the cooperative fails to make an offer in accordance with
subsection (12) and the dissenting investment shareholder
withdraws its notice, or
(c) the directors revoke a resolution pursuant to section 114( 4)
or section 264(2), terminate an amalgamation agreement
pursuant to section 272(7), abandon an application for
continuance pursuant to section 261(3), or abandon a sale,
lease or exchange pursuant to section 276(8).
(12) A cooperative must, not later than 7 days after the later of the
day on which the resolution under subsection (1) or (2) is effective
and the day the cooperative receives the notice under subsection
(6), send to each dissenting investment shareholder
(a) a written offer to pay the a mount determined in accordance
with subsection (6) and a statement showing how the
amount was calculated, or
(b) a statement that subsection (21) applies.
(13) Every offer for the same class or series of investment shares
must be on the same terms.
(14) Subject to subsection (21), a cooperative must pay to the
dissenting investment shareholder the amount offered under
subsection (12) no later than 10 days after acceptance, but the offer
lapses if it is not accepted within 30 days after being made.
(15) If the dissenting investment shareholder fails to accept the
offer, the cooperative may, not later than 50 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.
(16) If the cooperative fails to make an application under
subsection (15), a dissenting investment shareholder may, no later
than 20 days after the end of the period referred to in subsection
(15), make an application to the Court for the same purpose.
(17) On an application under subsection (15) or (16), all dissenting
investment shareholders whose investment shares 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, and no dissenting investment
shareholder is required to give security for costs in the application.
(18) On an application under subsection (15) or (16), the Court
must determine who is a dissenting investment shareholder and fix
the amount to be paid and may make any further order that the
Court thinks fit.
(19) If subsection (21) applies, the cooperative must, no later than
10 days after the determination under subsection (18), advise each
dissenting investment shareholder that subsection (21) applies.
(20) If subsection (21) applies,
(a) a dissenting investment shareholder, not later than 30 day s
after receiving the notice under subsection (19), may by
notice to the cooperative withdraw the notice under
subsection (6), in which case the investment shareholder is
reinstated as an investment shareholder, or
(b) if no notice is given to th e cooperative under clause (a), the
dissenting investment 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 investment shareholders.
(21) The cooperative may not make a payment to a dissenting
investment shareholder under this section if there are reasonable
grounds to believe that after that payment the cooperative would be
in breach of section 131.
2001 cC-28.1 s277;2022 c16 s3(53)