3(1)This Act applies to cooperatives.

3(2)No cooperative shall carry on business as

5(1)Subject to this section, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a cooperative before it comes into existence is personally bound by the contract and is entitled to its benefits, unless the contract expressly provides otherwise.

5(2)A cooperative may, within a reasonable time after it comes into existence, adopt a contract that was made in its name or on its behalf before it came into existence by any act or conduct that signifies the cooperative’s intention to be bound by the contract.

5(3)If a cooperative adopts a contract under this section,

5(4)Whether or not a cooperative has adopted a contract, the Court may, on the application of a party to the contract,

6(1)For the purposes of this Act, a cooperative is organized and operated, and carries on business, on a cooperative basis if

6(2)Despite paragraph (1)(b), the articles of incorporation of a federation may provide that the members or delegates of the federation have more than one vote.

7(1)An application for the incorporation of a cooperative may be made to the Director by three or more persons, or by one or more cooperatives that intend to be members.

7(2)A person shall not apply for the incorporation of a cooperative if the person is

7(3)An application for incorporation shall be accompanied by the fee prescribed by regulation and shall include the following:

7(4)An applicant for incorporation shall

7(5)At any time, the Director may request an applicant for incorporation to provide any further information or material and require verification, by affidavit or otherwise, of the authenticity, accuracy or completeness of any information or material then or previously submitted.

7(6)An applicant for incorporation shall provide the information or material and undertake the verification within the time period specified by the Director.

9(1)Articles of incorporation of a cooperative shall be in a form provided by the Director and shall contain the following information:

9(2)The articles of incorporation may set out any provision that could be set out in the by-laws of a cooperative, and if set out, a reference in this Act to the by-laws of a cooperative is also a reference to the relevant provision of the articles of incorporation of a cooperative.

10(1)In addition to any other by-laws authorized or required to be made under this Act and subject to this Act, a cooperative may make by-laws respecting its internal organization and the conduct of its business.

10(2)The by-laws of a cooperative shall include provisions dealing with any matter required by regulation to be included.

10(3)Unless this Act or the regulations otherwise provide, a cooperative may make, amend, repeal or replace its by-laws only by an extraordinary resolution of the members of the cooperative.

10(4)The Regulations Act does not apply to by-laws made under this Act.

11(1)A cooperative shall have a registered office in the Province, to which all communications and notices can be addressed.

11(2)A cooperative shall file with the Director a notice of change of address of a registered office, in a form provided by the Director, within 15 days after the date of a change in the address of a registered office.

12(1)A cooperative may adopt a corporate seal that it may alter or change at pleasure.

12(2)No instrument or agreement executed on behalf of a cooperative by a director, an officer or an agent of the cooperative is invalid merely because a corporate seal is not affixed to the instrument or agreement.

13(1)Subject to this Act and the regulations, a cooperative has the capacity and the rights, powers and privileges of a natural person.

13(2)No cooperative may carry on any business contrary to a restriction set out in its articles of incorporation.

13(3)Subject to subsection (4), a cooperative shall make a by-law setting out restrictions on its power to borrow and to secure the payment of money and it may borrow and secure payment of money only in accordance with those restrictions.

13(4)The board of directors of a cooperative may establish terms and conditions on the borrowing and the securing of the payment of money of the cooperative.

14(1)The name of a cooperative shall include the word “Cooperative”, “Co-operative”, “Coop” or “Co-op” and shall have “Limited” or “Ltd.” as the last word in its name.

14(2)A cooperative may use another form of the word “Cooperative”, “Co-operative”, “Coop” or “Co-op” in its name with the approval of the Director.

14(3)Despite subsection (1), a cooperative may have a name consisting of a separated or combined French and English form and may be legally designated by either the French or English form of its name or both forms.

16(1)The Director may order a cooperative to change its name if the cooperative’s name contravenes section 14 or 15.

16(2)If a cooperative does not comply with an order under subsection (1) within 60 days after it is served with a written copy of the order, the Director may issue a certificate of amendment revoking the name of the cooperative and assigning the cooperative a new name.

17(1)No person, association or organization carrying on business in the Province shall use the word “cooperative” or any abbreviation or derivative of that word as part of its name, or shall hold itself out as, or use as part of its name a word or abbreviation suggesting, indicating or implying that it is or is carrying on business as a cooperative unless it is

17(2)Subsection (1) does not apply to any person, association or organization that is exempted from that subsection by the Director.

17(3)If the Director grants an exemption under subsection (2), the Director may impose any terms and conditions on the exemption that the Director considers appropriate.

17(4)The Director may cancel an exemption granted under subsection (2).

21(1)No person may become a member of a cooperative unless

21(2)The directors of a cooperative may delegate the power to approve a membership to one or more members or officers of the cooperative.

22(1)Unless the by-laws of the cooperative provide otherwise, this section applies to the voluntary withdrawal of a member from membership in a cooperative.

22(2)A member may withdraw from membership in a cooperative by written notice to the cooperative.

22(3)A withdrawal is effective on the later of the date on which the cooperative receives the notice and the date specified in the notice.

23(1)The board of directors of a cooperative may, by resolution, terminate the membership of a member who has violated or failed to comply with the regulations or with the by-laws or a contract of the cooperative.

23(2)The board of directors shall provide a member with a notice of a termination of a membership containing the following information:

23(3)The effective date of a termination shall not be earlier than 30 days after a notice under subsection (2) is sent in accordance with the by-laws of the cooperative.

24(1)Subject to the regulations, the board of directors of a cooperative may, by resolution, terminate the membership of a member, if the member failed to transact any business with the cooperative for a period of two consecutive years.

24(2)Before terminating the membership of a member under this section, the cooperative shall have taken reasonable measures to contact the member.

24(3)The board of directors shall provide a member with a notice of a termination of a membership containing the following information:

24(4)The effective date of a termination shall not be earlier than 30 days after a notice under subsection (3) is sent in accordance with the by-laws of the cooperative.

25(1)Subject to subsection (3), within six months after the effective date of the withdrawal of a person’s membership under section 22 or the termination of a person’s membership under section 23 or 24, a cooperative shall, subject to any charge or other lawful claim of the cooperative,

25(2)An outstanding loan held to a person’s credit is not payable for the purposes of subparagraph (1)(c)(i) unless the loan is payable on demand.

25(3)The board of directors of a cooperative shall not redeem any shares or make any payments under subsection (1) if, in its opinion, the redemption or payment would impair the financial stability of the cooperative.

26(1)Subject to the by-laws of the cooperative, two or more persons may hold a joint membership in a cooperative.

26(2)Subject to the by-laws of the cooperative, if a membership is jointly held, the membership may be held as a joint tenancy or a tenancy in common, but if the members do not specify to the cooperative how the membership is to be held, the membership is deemed to be held as a joint tenancy and the joint members are jointly and severally liable for all obligations imposed on or payable by members.

28(1)If permitted by the by-laws of the cooperative, on the proof of the death of a member, a cooperative shall transfer the deceased member’s membership shares.

28(2)A transfer under subsection (1) is valid only if it satisfies any conditions in the by-laws of the cooperative for the transfer of membership shares of deceased members.

28(3)If a deceased member’s membership shares are not transferred under subsection (1), the cooperative shall pay an amount of money equal to the value of the membership shares to a person entitled to receive the shares or to the deceased member’s estate if, in the opinion of the board of directors of the cooperative, the payment would not impair the financial stability of the cooperative.

28(4) The value of a membership share in a cooperative shall be determined in accordance with section 40.

29(1)Subject to subsection (2), a cooperative may adopt any class of membership set out in its by-laws.

29(2)If a cooperative has classes of membership, the by-laws shall also set out the terms and conditions attached to each class of membership.

31(1)A cooperative may be incorporated with or without membership shares.

31(2)Only a cooperative that issues membership shares may issue investment shares.

32(1)A cooperative with membership shares shall have only one class of membership shares, designated as such in its articles.

32(2)Membership shares may be issued only to members, each of whom shall hold the minimum number of membership shares prescribed by the by-laws of the cooperative.

32(3)The membership shares of a cooperative confer on their holders equal rights, including equal rights to

32(4)Subsection (3) does not apply to the holders of membership shares of continuing housing cooperatives.

32(5)The articles of a cooperative shall not include any preference, right, condition, restriction, limitation or prohibition on membership shares, except as provided under this Act.

32(6)Except for the transfer of a membership share of a deceased member under subsection 28(1), no allotment, assignment or transfer of a membership share is valid unless the proposed recipient of the membership share meets the criteria for membership in the cooperative.

32(7)The right to vote attaches to membership in accordance with section 51 and does not attach to a membership share.

32(8)Membership shares may be paid for in instalments at the times and in the manner provided in the by-laws of the cooperative.

33(1)Investment shares may be issued to members and to non-members of a cooperative, in accordance with its articles.

33(2)The articles of a cooperative may provide that no investment shares of any class may be issued unless the investment shares are first offered to the holders of investment shares of that class.

34(1)All of the membership shares of a cooperative shall be issued either with a par value or without a par value and, in the case of shares with a par value, the shares shall be issued at the par value price.

34(2)All of the investment shares in any one class of investment shares of a cooperative shall be issued either with a par value or without a par value and, in the case of shares with a par value, the shares shall be issued at the par value price.

34(3)The articles of a cooperative may be amended to

35(1)A cooperative shall not issue a membership share or an investment share until it is fully paid in money, or past service or any other thing that is not less in value than the fair equivalent of the money that the cooperative would have received if the share had been issued for money.

35(2)The board of directors of a cooperative shall determine whether the past service or other thing is not less in value than the fair equivalent of the money that the cooperative would receive if the share had been issued for money.

36(1)A cooperative with or without membership share capital may, by by-law, require membership loans from its members as a condition of membership or of continuing membership in the cooperative.

36(2)A cooperative that requires membership loans shall set out the terms and conditions of those loans in its by-laws, including fixing the maximum percentage of interest payable.

36(3)A membership loan required under subsection (1) shall not be repaid unless, in the opinion of the board of directors of the cooperative, the repayment would not impair the financial stability of the cooperative.

38(1)All money payable by a member to a cooperative shall be a debt due from the member to the cooperative and is recoverable as a debt.

38(2)Subject to subsection (3), a cooperative has a charge on the membership shares, the membership loan and all other amounts held to the person’s credit in respect of any debt due to the cooperative from that member or former member, and may set off any sum credited or payable to the member or former member in or toward payment of the debt.

38(3)A cooperative does not have a charge on an investment share of a holder unless the by-laws of the cooperative provide for it.

39(1)If the investment shares in a class of investment shares of a cooperative are without a par value, subject to subsection (3), the cooperative shall redeem any of the investment shares that are redeemable, at the fixed price set out in its articles or at the price determined in accordance with the formula set out in its articles.

39(2)If the investment shares in a class of investment shares of a cooperative are with a par value, the board of directors of the cooperative is authorized to redeem the shares that are redeemable at a price not exceeding the par value or book value, whichever is less.

39(3)Investment shares in a cooperative shall not be redeemed unless, in the opinion of the board of directors of the cooperative, the redemption would not impair the financial stability of the cooperative.

41(1)A member who wishes to dispose of membership shares shall first offer them to the cooperative through its board of directors.

41(2)Subject to any restrictions on redemptions in the by-laws of the cooperative, the board of directors may redeem membership shares held by a member at the price determined in accordance with section 40.

41(3)Membership shares in a cooperative shall not be redeemed under this section unless, in the opinion of the board of directors of the cooperative, the redemption would not impair the financial stability of the cooperative.

42(1)If, in the opinion of the board of directors of the cooperative, the membership share capital of a cooperative exceeds its current requirements, the board of directors may repurchase as many shares as the board considers necessary from shareholders who have membership shares in excess of the minimum number of membership shares set out in the by-laws of the cooperative.

42(2)Unless otherwise provided for in the by-laws of the cooperative, membership shares to be repurchased for the purpose of reducing membership share capital shall be purchased from amongst the members in the ratio that the membership shares held by each member bears to the total number of membership shares held by all the members.

44(1)A cooperative shall maintain equity in accordance with the requirements prescribed by regulation.

44(2)A cooperative shall not pay dividends on membership shares or interest on membership loans at a rate exceeding the maximum percentage fixed in the by-laws of the cooperative.

44(3)The payment of dividends and of interest under subsection (2) is subject to subsection (1).

44(4)The payment of dividends on investment shares is subject to subsection (1).

44(5)The redemption of shares under sections 39 to 41, the repurchase of membership shares under section 42 and the repayment of membership loans are subject to subsection (1).

45(1)Subject to this Act, the regulations and its by-laws, in each fiscal year, the directors of a cooperative may allocate and credit or pay to the members, as a patronage return, all or part of the surplus arising from the business of the cooperative in proportion to the business done by each member with or through the cooperative in that same fiscal year.

45(2)The directors of a cooperative shall not allocate and credit or pay a patronage return under subsection (1) that would result in the equity in the cooperative not being maintained in accordance with the requirements prescribed by regulation.

45(3)The by-laws of a cooperative may require that the directors present a proposed patronage return to the members of the cooperative for approval by a vote held at a meeting of the members.

45(4)For the purposes of subsection (1), the directors of a cooperative shall calculate the business done by each member with or through the cooperative in a fiscal year by taking into account

45(5)If permitted by the by-laws of the cooperative, a cooperative may allocate and credit or pay, as a patronage return, part of the surplus referred to in subsection (1) to patrons of the cooperative who are not members at the same or lesser rate than allocated and credited or paid to members.

45(6)The by-laws of a cooperative may establish an amount below which a patronage return is not payable to any person.

46(1)A cooperative may, by by-law, provide that all, or any part that the board of directors determines, of the patronage return of each member in respect of each fiscal year be applied to the purchase for the member of membership shares or investment shares in the cooperative.

46(2)A by-law under subsection (1) shall provide for the giving of notice to each member of the number of membership shares or investment shares purchased, or to be purchased, for the member, the manner of issuance of the shares, the payment for the shares out of the patronage returns of members and, if applicable, the issuance and forwarding of certificates or statements to members representing the shares issued.

46(3)No member is required to purchase membership shares or investment shares with a par value at a price in excess of their par value.

46(4)No member is required to purchase membership shares or investment shares without a par value at a price in excess of the price fixed by, or determined in accordance with a formula established by, the articles.

46(5)Despite subsection (1), no member is required to purchase membership shares or investment shares if the cooperative is insolvent.

47(1)A cooperative may, by by-law, provide that all, or any part that the board of directors determines, of the patronage return of each member in respect of each fiscal year be taken as a membership loan, on the terms and conditions set out in a by-law referred to in subsection 36(2).

47(2)A by-law referred to in subsection (1) shall provide for the giving of notice to each member of the amount of the membership loan taken out using all or part of a member’s patronage return and, if applicable, the issuance and forwarding of statements representing that amount to members.

47(3)Subsection 36(3) applies to a membership loan under subsection (1).

48(1)A patronage return allocated under subsection 45(1) shall be applied as payment towards the amount remaining unpaid on the membership shares that a member has committed to purchase.

48(2)A patronage return allocated under subsection 45(1) shall be applied as payment towards the amount due and unpaid on a member’s membership loan.

48(3)The board of directors of a cooperative shall determine the priority of the allocation of patronage returns in the case of a member to whom both subsections (1) and (2) apply.

50(1)A cooperative shall hold a first meeting of its members within four months after the date of its incorporation.

50(2)A cooperative shall hold an annual meeting of its members within four months after the end of its fiscal year.

50(3)A cooperative may hold a special meeting of its members at any time.

50(4)A cooperative shall hold a special meeting of its members if requested by the members in accordance with the regulations.

50(5)The agenda of a first meeting, an annual meeting or a special meeting of members, as the case may be, shall include any matter prescribed by regulation.

50(6)A meeting of the members of a cooperative shall be held at the place in the Province provided for in its by-laws or, in the absence of a provision in the by-laws, at any place in the Province that the board of directors determines.

50(7)A cooperative shall provide notice of a meeting to its members in accordance with the regulations.

50(8)If a quorum for a meeting of members, as set out in the by-laws of a cooperative, is not present at a meeting, the cooperative shall follow the procedures prescribed by regulation for adjournment or cancellation, as the case may be.

51(1)Subject to subsections (3), (4) and (5), a member is entitled to one vote on any matter to be decided by the members regardless of the number of membership shares held by the member.

51(2)Subject to the by-laws of the cooperative, a person under 19 years of age may be admitted to membership in a cooperative and is entitled to vote in accordance with subsection (1).

51(3)Only one of the persons who hold a joint membership may vote at any meeting and the joint holders shall decide who exercises that vote, but if one of the persons is elected as a director then that person shall exercise the vote.

51(4)If the by-laws of a cooperative provide for the election or appointment of delegates to represent classes of members, the members who have so elected or appointed those delegates shall not exercise the power of membership at any annual or special meeting while the election or appointment remains in force and any reference in this Act to members is, with respect to the exercise of that power, to be read as a reference to delegates.

51(5)If the by-laws of a cooperative provide for the election of directors of the cooperative by members or delegates voting by regional group or other class, the directors who are elected by a regional group or other class are deemed to have been elected by all the members or delegates attending the meeting.

52(1)Except with respect to the matters set out in subsection (2), the right to vote does not attach to an investment share.

52(2)Investment shareholders have a right to vote on the following matters:

52(3)On a matter referred to in subsection (2), the holders of each class of investment shares shall vote as a class at a meeting held separately from a meeting of the members.

52(4)Each investment share entitles its holder to one vote on a matter referred to in subsection (2).

53(1)Subject to subsection (2), an investment shareholder may dissent if a cooperative resolves to

53(2)This section does not apply if there is an application made under section 151 with respect to a resolution referred to in paragraph (1)(a), (b) or (c).

53(3)At or before a meeting of the investment shareholders at which a resolution referred to in subsection (1) is to be voted on, a dissenting investment shareholder shall send to the cooperative a written objection to the resolution, unless the cooperative did not give notice to the investment shareholders of the purpose of the meeting and of the right to dissent.

53(4)An investment shareholder is deemed to have claimed under this section on behalf of all investment shares in a class held by the shareholder if the resolution is adopted.

53(5)Not later than ten days after a resolution referred to in subsection (1) is adopted by an extraordinary resolution of the members and by a separate extraordinary resolution of the investment shareholders made by each class of investment shareholders separately, the cooperative shall send to each dissenting investment shareholder notice that the resolution has been adopted.

53(6)Not later than 21 days after receiving a notice under subsection (5), or if no notice is received, not later than 21 days after learning that the resolution was adopted, a dissenting investment shareholder may send to the cooperative a written notice that contains

53(7)On the sending of a notice under subsection (6) by a dissenting investment shareholder, the dissenting investment shareholder’s rights as a shareholder, other than the right to be paid in accordance with subsection (6), are suspended.

53(8)The rights of the dissenting investment shareholder are reinstated as of the date of the notice referred to in subsection (6) if

53(9)Not later than seven days after the later of the day on which a resolution under subsection (1) is effective and the day on which the cooperative receives a notice under subsection (6), a cooperative shall send to each dissenting investment shareholder

53(10)Every offer with respect to the same class of investment shares shall be on the same terms.

53(11)Subject to subsection (16), a cooperative shall pay to a dissenting investment shareholder the amount offered under subsection (9) not later than ten days after acceptance, but the offer lapses if it is not accepted within 30 days after being made.

53(12)If a dissenting investment shareholder fails to accept an offer, the cooperative may, not later than 70 days after the resolution under subsection (1) is effective or any later time that the Court may allow, apply to the Court to fix the amount to be paid under subsection (6).

53(13)If a cooperative fails to make an application under subsection (12) or fails to make an offer under subsection (9) within the time set out in subsection (12), a dissenting investment shareholder may, not later than 20 days after the end of that period, make an application for the same purpose.

53(14)On an application under subsection (12) or (13), all dissenting investment shareholders whose shares have not been purchased are joined as parties and the cooperative shall 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.

53(15) On an application under subsection (12) or (13), the Court shall determine who is a dissenting investment shareholder and fix the amount to be paid under subsection (6) and may make any further order that the Court considers appropriate.

53(16)A payment to a dissenting investment shareholder shall not be made under this section if, in the opinion of the board of directors of the cooperative, the payment would impair the financial stability of the cooperative.

53(17)If subsection (16) applies, the cooperative shall, not later than ten days after the determination under subsection (15), advise each dissenting investment shareholder that subsection (16) applies.

53(18)If subsection (16) applies,

55(1) Methods of voting at and participating in a meeting of a cooperative may be provided for in the by-laws of the cooperative, subject to the regulations.

55(2)A vote held at a meeting of a cooperative shall take place in accordance with the regulations and the by-laws of the cooperative.

57(1)The following provisions apply with the necessary modifications to a meeting of investment shareholders:

57(2)If the articles of a cooperative do not establish a quorum for a meeting of investment shareholders, the quorum shall be as set out in the regulations.

57(3)If a quorum for a meeting of investment shareholders is not present at any meeting of the investment shareholders, the shareholders shall follow the procedures prescribed by regulation for adjournment or cancellation, as the case may be.

58(1)A member of a cooperative may

58(2)Any member or director of a cooperative may submit a proposal to amend the articles of the cooperative within the time prescribed by regulation.

58(3)Any other person may submit a proposal to amend the articles of a cooperative within the time prescribed by regulation, if the person

58(4)A proposal submitted by a person described in subsection (3) shall be accompanied by the following information:

58(5)Information provided under subsection (4) does not form part of a proposal, and it is not counted for the purposes of the word limit referred to in subsection (8), except for a written statement of support under paragraph (4)(d) that is attached to a notice of a meeting under subsection (7).

58(6)If requested by a cooperative within the time prescribed by regulation, a person who submits a proposal shall provide proof, within the time prescribed by regulation, that the person meets the requirements of subsection (3).

58(7)Subject to subsections (8), (9), (10) and (11), a proposal submitted for consideration at an annual meeting of members shall be attached to the notice of the meeting together with, if requested by the person making the proposal, the written statement of support referred to in paragraph 4(d) or a summary of that statement, and the name and address of the person making the proposal.

58(8)The proposal and statement or summary referred to in subsection (7) shall together not exceed 500 words.

58(9) A cooperative does not need to attach a proposal to a notice of an annual meeting of members if

58(10)A cooperative is not required to consider a proposal at an annual meeting of members if, up to and including the date of the meeting,

58(11)For a period of two years after the date of an annual meeting referred to in subsection (10), a cooperative is not required to attach to a notice of an annual meeting a proposal submitted by a person described in paragraph (10)(a) or (b).

59(1)If a cooperative refuses to attach a proposal to a notice of an annual meeting, the cooperative shall, within the time prescribed by regulation after the day on which it receives the proposal or the day on which it receives the proof requested under subsection 58(6), as the case may be, notify in writing the person submitting the proposal of its refusal and of the reasons for the refusal.

59(2)On the application of a person submitting a proposal who claims to be aggrieved by a cooperative’s refusal under subsection (1), the Court may

59(3)A cooperative or any person claiming to be aggrieved by a proposal may apply to the Court for an order permitting the cooperative to refuse to attach the proposal to a notice of a meeting, and the Court may make any order that it considers appropriate, including, if applicable, an order under subsection 151(3).

62(1)Subject to subsection (2), the articles of a cooperative shall set out

62(2)A cooperative shall have at least three directors.

65(1)Subject to subsections (2) and (3), and to any qualifications set out in the regulations, the by-laws of a cooperative may set out the qualifications of the directors of the cooperative.

65(2)A person is not qualified to be a director if the person

65(3)A person is not qualified to be a director if the person has been convicted of an offence involving fraud or theft or conspiracy to commit an offence involving fraud or theft under the Criminal Code (Canada) or under the criminal law of a jurisdiction outside of Canada and less than three years have elapsed since

65(4)A person is not disqualified under subsection (3) if, in relation to the conviction, the person has been granted a pardon, or a record suspension has been ordered under the Criminal Records Act (Canada), and the pardon or record suspension, as the case may be, has not been revoked or ceased to have effect.

65(5)A person has two months after his or her election to the board of directors to meet any qualifications set out in the regulations or in the by-laws of the cooperative.

65(6)If a person has not complied with the requirements of subsection (5), the board of directors of the cooperative shall declare the person’s position to be vacant.

66(1)Every director of a cooperative, in exercising the powers and discharging the duties of a director, shall

66(2)Every director of a cooperative shall comply with this Act and the regulations, and the articles and by-laws of the cooperative.

68(1)A cooperative shall hold a first meeting of the board of directors in accordance with the regulations.

68(2)Any matters prescribed by regulation shall be dealt with at a meeting referred to in subsection (1).

68(3)The meetings of the board of directors of a cooperative shall be held in accordance with the regulations.

68(4)The quorum for a meeting of the board of directors of a cooperative shall be established by regulation.

68(5)A director of a cooperative may be removed from office in accordance with the regulations.

68(6)If a vacancy occurs in the board of directors of a cooperative, the vacancy may be filled by appointment by the remaining directors until the date of the next annual meeting of members or, if provided for in the by-laws, until another date.

68(7)An appointment made under subsection (6) is subject to any limit on the terms of office of directors prescribed by regulation.

68(8)A vacancy on the board of directors of a cooperative does not impair the board’s capacity to act so long as a quorum is maintained.

71(1)The powers of the directors to administer the business and affairs of a cooperative may be restricted, in whole or in part, by its articles and those powers may be vested in the members of the cooperative.

71(2)If the powers of the directors are restricted, in whole or in part, and vested in the members of a cooperative,

72(1)The directors of a cooperative may, in the manner and on the terms authorized by the directors, delegate to a committee of two or more directors or to an officer of the cooperative the power to issue or redeem membership shares or investment shares.

72(2)Subject to subsection (1), the directors of a cooperative may delegate to a committee of two or more directors or to an officer of the cooperative any of the powers of the directors, except for the power to

73(1)Directors who vote for or consent to a resolution authorizing the issue of a membership share or an investment share in exchange for a thing or service other than money are jointly and severally liable to the cooperative to make good any amount by which the thing or service received is less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution.

73(2)A director is not liable under subsection (1) if the director proves that he or she did not know and could not reasonably have known that the membership share or investment share was issued for a thing or service less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution.

73(3)Directors who vote for or consent to resolutions authorizing any of the following matters are jointly and severally liable to restore to the cooperative any amounts so distributed or paid and not otherwise recovered by the cooperative:

73(4)A director who satisfies a judgment for a debt owed under this section is entitled to contribution from the other directors who were liable for the debt.

73(5)A director who is liable under subsection (3) may apply to the Court for an order to recover any money or property referred to in paragraphs (3)(a) to (d).

73(6)The Court may, on application under subsection (5), if it is satisfied that it is equitable to do so,

73(7)An action to enforce a liability imposed by this section shall not be commenced more than two years after the date of the resolution authorizing the action complained of.

74(1)A cooperative may indemnify an individual set out in subsection (2) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a claim, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved by reason of the individual’s association with the cooperative or entity.

74(2)A cooperative may indemnify an individual

74(3)A cooperative may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1).

74(4)A director, officer or other individual shall repay the money advanced if the individual did not fulfil the conditions in subsection (5), unless the members decide by resolution that the individual need not repay the money.

74(5)A cooperative shall not indemnify an individual under subsection (1) unless the individual

74(6)A cooperative shall not indemnify an individual under subsection (1) or advance costs under subsection (3) in respect of an action by or on behalf of the cooperative or entity unless the Court so orders.

74(7)An individual referred to in subsection (1) is entitled to indemnity from the cooperative for the costs, charges and expenses referred to in that subsection if the individual

74(8)A cooperative may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual by reason of being or having been a director or officer of the cooperative, having been a director or officer of another entity or having acted in a similar capacity, if the individual acts or acted in that capacity at the cooperative’s request.

75(1)A director or officer shall disclose to a cooperative the nature and extent of any interest that the director or officer has in a material contract or transaction, or a proposed material contract or transaction, with the cooperative, and any material change to that interest, if the director or officer

75(2)This section does not require the disclosure of an interest in a contract or transaction that is available to and customarily entered into between the cooperative and its members, if the contract or transaction is on the same terms that are generally available to members.

75(3)The director or officer shall make a disclosure in writing to the cooperative or request to have it entered in the minutes of the meetings of the board of directors.

75(4)A director shall make a disclosure

75(5)An officer who is not a director shall make a disclosure

75(6)During the usual business hours of a cooperative, the members and investment shareholders of the cooperative may examine

76(1)A director who has an interest in a contract or transaction for which disclosure is required under section 75 shall not vote on any resolution to approve the contract or transaction.

76(2)Subsection (1) does not apply to

82(1)A cooperative is required to prepare financial statements, in accordance with any requirements prescribed by regulation, for each fiscal year.

82(2)The directors of a cooperative shall approve the financial statements and the approval is evidenced by the signature of one or more directors, or a facsimile of the signatures reproduced on the statements.

82(3)The directors shall present to the members the approved financial statements of the cooperative at every annual meeting of members and, if applicable, at any other time set out in the by-laws of the cooperative.

82(4)An auditor appointed in accordance with subsection 84(1) or (2) shall prepare a report on the financial statements of a cooperative in accordance with any requirements prescribed by regulation.

84(1)The members of a cooperative shall, by resolution, at the first meeting of members and at each subsequent annual meeting, appoint a person who satisfies the requirement set out in section 83 as an auditor to hold office until the close of the next annual meeting.

84(2)If an appointment of an auditor is not made at an annual meeting or if a vacancy occurs in the office of auditor, the directors of the cooperative shall appoint a person who satisfies the requirement set out in section 83 as an auditor to hold office until the close of the next annual meeting.

84(3)Despite subsection (1), if a cooperative meets the criteria prescribed by regulation to be exempted from appointing an auditor, its members may, by an extraordinary resolution passed at a special meeting duly called for that reason or at an annual meeting of members, resolve not to appoint an auditor.

84(4)An extraordinary resolution referred to in subsection (3) is valid only until the close of the next annual meeting of members.

86(1)An auditor of a cooperative shall have a right of access at all times to the records that the cooperative is required to prepare and maintain under section 125, and shall be entitled to require from the directors and officers or former directors and officers any documents and information necessary for the performance of the duties of the auditor.

86(2)An auditor of a cooperative is entitled to attend any annual or special meeting of the cooperative at which any accounts which have been examined or reported on by the auditor are to be laid before the cooperative and is entitled to make any statement or explanation with respect to the accounts.

86(3)The auditor of a cooperative shall make the examinations necessary to enable the auditor to prepare the report required by subsection 82(4) and shall also report any event, action or happening not in accordance with law to the cooperative and the Director.

87(1)The members of a cooperative may, by extraordinary resolution passed at a special meeting duly called for that purpose, remove an auditor before the expiration of the auditor’s term of office, and appoint another auditor for the remainder of that term of office.

87(2)Before calling a special meeting referred to in subsection (1), a cooperative shall, at least 15 days before providing notice of the meeting in accordance with the regulations, give to the auditor

87(3)At least three days before the date specified in paragraph (2)(a), an auditor who is subject to removal from office under this section is entitled to submit a written statement to the cooperative, giving the auditor’s reasons why the auditor opposes the proposed removal.

87(4)When a cooperative receives a statement under subsection (3), it shall ensure that a copy of it is sent to every person who is entitled to receive notice of the special meeting.

90(1)Two or more cooperatives may amalgamate and continue as one cooperative.

90(2)Each cooperative proposing to amalgamate shall enter into an amalgamation agreement that contains:

90(3)A notice of meeting in accordance with the regulations shall be sent to all the members of each cooperative proposing to amalgamate and to their investment shareholders, if any, and shall

90(4)Failure to make a statement referred to in paragraph (3)(c) does not invalidate an amalgamation.

90(5)An amalgamation agreement may be adopted by an extraordinary resolution

90(6)An extraordinary resolution referred to in paragraph (5)(b) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.

90(7)An amalgamation agreement may provide that, at any time before the Director issues a certificate of amalgamation, the agreement may be terminated by the directors of any of the cooperatives proposing to amalgamate.

90(8)Subject to any termination under subsection (7), after an amalgamation agreement has been adopted, the amalgamating cooperatives shall file articles of amalgamation with the Director, in the form provided by the Director, containing the information required by the Director, together with the following declaration:

90(9)For the purpose of subparagraph (8)(b)(ii), adequate notice is given if

90(10)The Director shall issue a certificate of amalgamation if the Director is satisfied that the articles of amalgamation and the declaration under subsection (8) meet the requirements of this Act and the regulations.

90(11)On the date set out in the certificate of amalgamation,

91(1)A cooperative may amend its articles in accordance with this section.

91(2)A notice of meeting in accordance with the regulations shall be sent to all the members of the cooperative and, if the amendment impacts the investment shares of the cooperative, to its investment shareholders, and shall

91(3)Failure to make a statement referred to in paragraph (2)(c) does not invalidate an amendment.

91(4)The articles of a cooperative may be amended by an extraordinary resolution

91(5)An extraordinary resolution referred to in paragraph (4)(b) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.

91(6)Despite subsection (1), articles of a cooperative containing a clerical error may be amended by a resolution of the directors of the cooperative or by a resolution of the members to correct the error.

91(7)The directors of a cooperative may, if authorized by the extraordinary resolutions referred to in subsection (4), revoke the resolutions before they are acted on without further approval of the members or investment shareholders.

91(8)Subject to any revocation under subsection (7), after an amendment has been adopted, a cooperative shall file articles of amendment with the Director, in the form provided by the Director, containing the information required by the Director.

91(9)A cooperative shall provide the Director with any additional information required by the Director to determine whether the requirements of this Act and the regulations for the issuance of a certificate of amendment have been met.

91(10)The Director shall issue a certificate of amendment to the cooperative if the Director

91(11)An amendment to the articles is effective on the date set out in the certificate of amendment and the articles of the cooperative are amended accordingly.

92(1)A cooperative may, at any time, and shall, if required by the Director, restate the articles of the cooperative.

92(2)A cooperative shall file restated articles with the Director, in the form provided by the Director, containing the information required by the Director.

92(3)On receipt of restated articles, the Director shall issue a restated certificate to a cooperative.

92(4)Restated articles are effective on the date set out in a restated certificate.

93(1)A sale, lease or exchange of all or substantially all of the property of a cooperative, other than in the ordinary course of business, is considered an extraordinary disposition and requires the approval of the members of a cooperative and its investment shareholders, if any.

93(2)A notice of meeting in accordance with the regulations shall be sent to all the members of a cooperative and to its investment shareholders, if any, and shall

93(3)Failure to make a statement referred to in paragraph (2)(c) does not invalidate an extraordinary disposition.

93(4)An extraordinary disposition is authorized when approved by an extraordinary resolution of the members of a cooperative and, if the cooperative has issued investment shares, by a separate extraordinary resolution of the investment shareholders made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.

93(5)The extraordinary resolutions referred to in subsection (4) may authorize the directors of the cooperative to fix any terms or conditions of a sale, lease or exchange.

93(6)The directors of a cooperative, if authorized by the members and the investment shareholders approving a proposed extraordinary disposition, and subject to the rights of third parties, may abandon an extraordinary disposition without further approval.

93(7)If authorized in accordance with subsection (4) to make an extraordinary disposition of a cooperative’s property, before undertaking the extraordinary disposition, the cooperative shall send a statement of intent to make an extraordinary disposition to the Director in the form provided by the Director, containing the information required by the Director.

93(8)On receiving a statement under subsection (7), the Director shall advise the cooperative whether the Director objects to the extraordinary disposition, and in the case of an objection, shall provide the cooperative with reasons.

93(9)If the Director objects to an extraordinary disposition under subsection (8), the cooperative shall not undertake the extraordinary disposition until the Director withdraws the objection.

94(1)This Part, other than sections 98 and 99, does not apply to a cooperative that is an insolvent person or a bankrupt within the meaning of the Bankruptcy and Insolvency Act (Canada).

94(2)Any proceedings taken under this Part to dissolve or to liquidate and dissolve a cooperative shall be stayed if at any time a cooperative becomes subject to or takes a proceeding under the Bankruptcy and Insolvency Act (Canada).

95(1)A cooperative that has no property and no liabilities may be dissolved by an extraordinary resolution of the members and, if the cooperative has issued investment shares, of the investment shareholders.

95(2)An extraordinary resolution of the investment shareholders referred to in subsection (1) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.

95(3)Subject to subsection (5), a cooperative that has property or liabilities or both may be dissolved by an extraordinary resolution of the members and, if the cooperative has issued investment shares, of the investment shareholders, if by the extraordinary resolution or resolutions the members and investment shareholders authorize the directors to cause the cooperative to distribute any property and discharge any liabilities, subject to its articles and by-laws.

95(4)An extraordinary resolution of investment shareholders referred to in subsection (3) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.

95(5)If authorized in accordance with subsection (3) to distribute its property and discharge its liabilities, before undertaking the distribution or the discharge, a cooperative shall send a statement of intent to dissolve to the Director, in the form provided by the Director, containing the information required by the Director.

95(6)The Director shall issue a certificate of intent to dissolve to a cooperative within 30 days after receiving a statement of intent to dissolve, unless the Director objects to the proposed dissolution, distribution of property or discharge of liabilities, in which case the Director shall advise the cooperative of the objection and provide the cooperative with reasons.

95(7)If the Director objects to a proposed dissolution, distribution of property or discharge of liabilities under subsection (6), the cooperative shall not undertake the dissolution, distribution of property or discharge of liabilities until the Director withdraws the objection.

95(8)On the issuance of a certificate of intent to dissolve, a cooperative shall distribute its property and discharge its liabilities but shall cease to carry on business except to the extent necessary for the dissolution.

95(9)The corporate existence of a cooperative that has been issued a certificate of intent to dissolve continues until the Director issues a certificate of dissolution.

96(1)If the requirements of section 95 have been met, a cooperative shall file articles of dissolution with the Director, in the form provided by the Director, containing the information required by the Director.

96(2)On receipt of articles of dissolution, the Director shall issue a certificate of dissolution to a cooperative.

96(3)A cooperative ceases to exist on the date set out in a certificate of dissolution.

97(1)A director or member of a cooperative may propose the voluntary liquidation and dissolution of a cooperative.

97(2)A proposal under subsection (1) shall include the terms of the proposed liquidation and dissolution.

97(3)A notice of meeting in accordance with the regulations shall be sent to all the members of a cooperative and to its investment shareholders, if any, and shall include a copy or summary of the proposal.

97(4)Subsections 58(7) to (11) apply with the necessary modifications to a proposal under subsection (1).

97(5)Subject to subsection (7), a cooperative may, subject to its articles and by-laws, be liquidated and dissolved by an extraordinary resolution of the members of the cooperative approving a proposal under subsection (1), and, if the cooperative has issued investment shares, by an extraordinary resolution of the investment shareholders approving the proposal.

97(6)An extraordinary resolution of the investment shareholders referred to in subsection (5) shall be made by each class of investment shareholders separately, at a meeting held separately from a meeting of the members.

97(7)If authorized to liquidate and dissolve in accordance with subsection (5), a cooperative shall send a statement of intent to dissolve to the Director in the form provided by the Director, containing the information required by the Director, before undertaking the liquidation and dissolution.

97(8)The Director shall issue a certificate of intent to dissolve to a cooperative within 30 days after receiving a statement of intent to dissolve, unless the Director objects to the proposed liquidation and dissolution, in which case the Director shall advise the cooperative of the objection and provide the cooperative with reasons.

97(9)If the Director objects to a proposed liquidation and dissolution under subsection (8), a cooperative shall not undertake the liquidation and dissolution until the Director withdraws the objection.

97(10)On the issuance of a certificate of intent to dissolve, a cooperative shall cease to carry on business except to the extent necessary for the liquidation, but its corporate existence continues until the Director issues a certificate of dissolution.

97(11)On the issuance of a certificate of intent to dissolve, a cooperative shall, without delay,

97(12)The Director or any interested person may, at any time during the liquidation of a cooperative, apply to the Court for an order that the liquidation be continued under the supervision of the Court as provided in this Part, and the Court may so order and make any further order it considers appropriate.

97(13)An applicant under subsection (12), other than the Director, shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.

97(14)At any time after the issuance of a certificate of intent to dissolve and before the issuance of a certificate of dissolution, if the revocation is approved in the same manner as an extraordinary resolution referred to in subsection (5), a cooperative may send the Director a statement of revocation of intent to dissolve, in the form provided by the Director, containing the information required by the Director.

97(15)On receipt of a statement of revocation of intent to dissolve, the Director shall issue a certificate of revocation of intent to dissolve to a cooperative.

97(16)On the date set out in the certificate of revocation of intent to dissolve, the revocation is effective and a cooperative may again carry on its business or businesses.

97(17)If a certificate of intent to dissolve has not been revoked and a cooperative has complied with subsection (11), the cooperative shall prepare articles of dissolution.

97(18)A cooperative shall file articles of dissolution with the Director, in the form provided by the Director, containing the information required by the Director.

97(19)On receipt of articles of dissolution, the Director shall issue a certificate of dissolution to a cooperative.

97(20)A cooperative ceases to exist on the date set out in a certificate of dissolution.

98(1)Subject to subsections (2) and (3), the Director may dissolve a cooperative by issuing a certificate of dissolution under this section, or the Director may apply to the Court for an order dissolving the cooperative, if the cooperative

98(2)The Director shall not dissolve a cooperative under this section unless the Director has

98(3)Publication in The Royal Gazette of the notice of the Director’s decision to dissolve a cooperative shall be deemed to be notice to the cooperative.

98(4)Sixty days after the notice of the Director’s decision to dissolve a cooperative is published in The Royal Gazette, the Director may dissolve the cooperative.

98(5)Unless cause to the contrary has been shown or an order has been made by the Court under section 103, the Director may, after the expiry of the period referred to in subsection (4), issue a certificate of dissolution to the cooperative.

98(6)A cooperative ceases to exist on the date set out in a certificate of dissolution.

99(1)When a cooperative is dissolved by the Director under section 98, any interested person may apply to the Director to have the cooperative revived.

99(2)An applicant shall send articles of revival to the Director, in the form provided by the Director, containing the information required by the Director.

99(3)The Director shall issue a certificate of revival to the applicant on receipt of articles of revival, unless the Director objects to the proposed revival.

99(4)If the Director objects to a proposed revival, the Director shall provide the applicant with reasons.

99(5)Subject to subsection (6), a cooperative is revived on the date set out in a certificate of revival and the cooperative, subject to the rights acquired by any person after its dissolution, has all the rights and privileges and is liable for the obligations that it would have had if it had not been dissolved.

99(6)The Director may impose any terms on the issuance of a certificate of revival.

100(1)The Director or any interested person may apply to the Court for an order dissolving a cooperative if the cooperative has

100(2)An applicant under this section, other than the Director, shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.

100(3)On an application under this section or subsection 98(1), the Court may

100(4)On receipt of an order under this section or section 101, the Director shall,

100(5)A cooperative ceases to exist on the date set out in a certificate of dissolution.

101(1)The Court may order the liquidation and dissolution of a cooperative, on the application of a member or an investment shareholder,

101(2)In connection with an application under this section, the Court may make any interim or final order it considers appropriate, including, without limitation, an order set out in subsection 151(3).

102(1)An application to the Court under subsection 97(12) shall state the reasons, verified by an affidavit of the applicant, why the Court should supervise the liquidation and dissolution of a cooperative.

102(2)If the Court makes an order applied for under subsection 97(12), the liquidation and dissolution of the cooperative shall continue under the supervision of the Court in accordance with this Act.

102(3)An application to the Court under subsection 101(1) shall state the reasons, verified by an affidavit of the applicant, why a cooperative should be liquidated and dissolved.

102(4)On an application under subsection 101(1), the Court may make an order requiring the cooperative and any person having an interest in the cooperative or a claim against it to show cause, at a time and place specified in the order, not less than four weeks after the date of the order, why the cooperative should not be liquidated and dissolved.

102(5)On an application under subsection 101(1), the Court may order the directors and officers of the cooperative to provide to the Court all material information known to or reasonably ascertainable by them, including

102(6)A copy of an order made under subsection (4) shall be

102(7)Publication and service of an order under this section shall be effected by the cooperative or by any other person, and in any manner, that the Court may order.

103(1)In connection with the dissolution or the liquidation and dissolution of a cooperative, the Court may, if it is satisfied that the cooperative is able to pay or adequately provide for the discharge of all its obligations, make any order it considers appropriate, including, without limitation,

103(2)The liquidation of a cooperative commences when the Court makes an order for the liquidation.

104(1)If the Court makes an order for the liquidation of a cooperative,

104(2)The liquidator may delegate any of the powers vested in the liquidator by paragraph (1)(b) to the directors, officers, members or investment shareholders of the cooperative.

105(1)When making an order for the liquidation of a cooperative or at any time after, the Court may appoint any person, including a director, an officer, a member or an investment shareholder or any other corporation, as liquidator of the cooperative.

105(2)When an order for the liquidation of a cooperative has been made and the office of liquidator is or becomes vacant, the property of the cooperative is under the control of the Court until another liquidator is appointed.

107(1)A liquidator of a cooperative may

107(2)A liquidator is not liable if the liquidator exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

107(3)If a liquidator has reason to believe that any property of the cooperative is in the possession or under the control of a person or that anyone has concealed, withheld or misappropriated any property of the cooperative, the liquidator may apply to the Court for an order requiring the person to appear before the Court at the time and place specified in the order and to be examined.

107(4)If an examination referred to in subsection (3) discloses that a person has concealed, withheld or misappropriated property of a cooperative, the Court may order that person to restore it or pay compensation to the liquidator.

108(1)A liquidator shall pay the costs of liquidation out of the property of a cooperative and shall pay or make adequate provision for all claims against the cooperative.

108(2)Within one year after a liquidator’s appointment, and after paying or making adequate provision for all claims against a cooperative, the liquidator shall apply to the Court

108(3)If a liquidator fails to make the application required by subsection (2), a member or investment shareholder of the cooperative may apply to the Court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

108(4)A liquidator shall give notice of the intention to make an application under subsection (2) to the Director, each member and investment shareholder and any person who provided a security bond for the liquidation, and the liquidator shall publish the notice in a publication generally available to the public or as otherwise directed by the Court.

108(5)If the Court approves the final accounts rendered by a liquidator, the Court shall make an order

108(6)A liquidator shall send or deliver a certified copy of an order referred to in subsection (5) to the Director without delay.

108(7)On receipt of the order referred to in subsection (5), the Director shall issue a certificate of dissolution.

108(8)A cooperative ceases to exist on the date set out in a certificate of dissolution.

109(1)A member or investment shareholder may apply to the Court for an order requiring the distribution of the property of a cooperative to be in money, if, in the course of liquidation of the cooperative the members or investment shareholders resolve or the liquidator proposes to

109(2)On an application under subsection (1), the Court may order

111(1)In this section, “member” and “investment shareholder” include the heirs and personal representatives of a member and of an investment shareholder.

111(2)Despite the dissolution of a cooperative under this Act,

111(3)Service of a document on a cooperative after its dissolution may be effected by serving the document on a person shown in the last notice of directors or notice of change of directors, as the case may be, provided to the Director.

111(4)Despite the dissolution of a cooperative, a member or investment shareholder to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that member or investment shareholder on the distribution, and an action to enforce the liability may be brought within two years after the date of the dissolution of the cooperative.

111(5)A Court may order an action referred to in subsection (4) to be brought against the persons who were members or investment shareholders as a class, subject to any conditions that the Court considers appropriate and, if the plaintiff establishes the claim, the Court may refer the proceedings to an officer of the Court who may

112(1)On the dissolution of a cooperative, the portion of the property distributable to a creditor, member or investment shareholder who cannot be found shall be either converted into money and paid to the Minister of Finance and Treasury Board or transferred, delivered or conveyed to the Crown in right of the Province.

112(2)A payment under subsection (1) shall be deemed to be in satisfaction of a debt or claim of the creditor, member or investment shareholder.

112(3)If at any time a person establishes that he or she is entitled to any money paid to the Minister of Finance and Treasury Board under this section, the Minister of Finance and Treasury Board shall pay an equivalent amount to the person out of the Consolidated Fund.

113(1)Subject to subsection 111(2) and section 112, property of a cooperative that has not been disposed of at the date of its dissolution vests in the Crown in right of the Province.

113(2)If a cooperative is revived under section 99, any property, other than money, that vested in the Crown under subsection (1) and that has not been disposed of shall be returned to the cooperative, and there shall be paid to the cooperative out of the Consolidated Fund

115(1)The articles of a continuing housing cooperative shall include the following restrictions:

115(2)A continuing housing cooperative shall not amend its articles to convert to a cooperative to which the restrictions referred to in subsection (1) do not apply.