Part 5 — Capital Structure Division 1 Membership Capital
114 Division 4 Constraints Constraints on shares
has issued investment shares that are or were part of a distribution
to the public, that remain outstanding and that are held by more
than one person may, by a special resolution of the members and
by a separate special resolution of the investment shareholders of
each class, amend its articles to incorporate any matter referred to
in section 5(1)(l).
(2) If the ownership of investment shares by a person would
adversely affect the ability of a cooperative or any of its affiliates
or associates to attain or maintain a level of Canadian ownership or
control specified in its articles, the cooperative may limit the
number of investment shares of the cooperative that may be owned,
or prohibit the ownership of investment shares, by that person.
(3) A cooperative may, by a special resolution of the members and
by a separate special resolution of the investment shareholders of
each class, amend its articles to change or remove any constraint on
the issue, transfer or ownership of its investment shares.
(4) The directors may, if authorized by a special resolution
effecting an amendment under subsection (1) or (3), revoke the
resolution before it is acted on without further approval.
(5) The Minister may make regulations with respect to a
cooperative that constrains the issue, transfer or ownership of its
investment shares, prescribing
(a) the disclosure of the constraints that is required in
documents issued or published by the cooperative,
(b) the duties and powers of the directors to refuse to issue or
register transfers of investment shares in accordance with
the articles,
(c) the limitations on voting rights of any investment shares
held contrary to the articles,
(d) the powers of the directors to require disclosure of
beneficial ownership of investment shares of the cooperative
and the right of the cooperative and its directors, employees
and agents to rely on that disclosure and the effects of that
reliance, and
(e) the rights of any person owning investment shares of the
cooperative at the time of an amendment to its articles
constraining investment share issues or transfers.
2001 cC-28.1 s114;2022 c16 s3(28)