4th-36th Vol. 71B-Presenting Reports by Standing and Special Committees

PRESENTING REPORTS BY

STANDING AND SPECIAL COMMITTEES

Standing Committee on Law Amendments

Seventh Report

Mr. Jack Penner (Chairperson of the Standing Committee on Law Amendments): I would like to present the Seventh Report of the Committee on Law Amendments.

An Honourable Member: Dispense.

Madam Speaker: Dispense.

Your committee met on Wednesday, June 24, 1998, at 3 p.m. in Room 255 of the Legislative Building to consider bills referred.

Your committee heard representation on bills as follows:

Bill 51--The Cooperatives and Consequential Amendments Act; Loi sur les coopératives et modifications corrélatives

Rudy Comeault, Manitoba Co-operative Council

Michael Sinclair, Manitoba Pool Elevators

Anders Bruun, Manitoba Pool Elevators

Your committee has considered:

Bill 51--The Cooperatives and Consequential Amendments Act; Loi sur les coopératives et modifications corrélatives

and has agreed to report the same with the following amendments:

MOTION:

THAT section 88 be struck out and the following substituted:

Application of The Securities Act

88(1) The Securities Act

(a)applies to the sale or issue by a cooperative of securities of the cooperative where the securities may be issued or sold to the public; and

(b)does not apply to the sale or issue by a cooperative of

(i)membership shares of the cooperative, or

(ii)securities of the cooperative where the sale or issue of the securities is restricted to members of the cooperative and where only members of the cooperative are eligible to own the securities.

Application of sections 89 to 91

88(2) Sections 89 to 91

(a)apply to the sale or issue by a cooperative of

(i)membership shares of the cooperative, or

(ii)securities of the cooperative where The Securities Act does not apply to the issue or sale; and

(b)do not apply to the sale or issue of securities by a cooperative where The Securities Act applies to the issue or sale.; and

MOTION:

THAT section 304 be amended by renumbering it as subsection 304(1) and adding the following as subsection 304(2):

Amalgamation with a body corporate

304(2) A cooperative may enter into an amalgamation agreement with a body corporate for the purpose of amalgamating with that body corporate and

(a)continuing as one cooperative under this Act, if the resulting amalgamated cooperative would meet the requirements for a cooperative to be incorporated under this Act;

(b)continuing as a body corporate under another Act of the Legislature of Manitoba; or

(c)continuing as a body corporate under the laws of another jurisdiction;

if the body corporate is authorized to enter into the agreement by the laws of the jurisdiction in which the body corporate is incorporated.; and

MOTION:

THAT subsection 305(1) be amended in the part preceding clause (a) by adding "under subsection 304(1)" after "amalgamate".; and

MOTION:

THAT subsection 305(2) be amended by adding "under subsection 304(1)" after "two or more cooperatives".; and

MOTION:

THAT the following be added after subsection 306(6):

Amalgamations under clause 304(2)(a)

306(7) Section 305 and subsections (1) to (6) of this section apply, with necessary modifications, to the amalgamation of a cooperative and a body corporate for the purpose of continuing as one cooperative under this Act, as provided for in clause 304(2)(a), and, in this regard, a reference to "cooperative" in section 305 includes the body corporate.

Further requirements

306(8) An amalgamation agreement referred to in clause 304(2)(a) shall contain any information required by the laws of the jurisdiction in which the amalgamating body corporate is incorporated and shall be approved by the members of the amalgamating body corporate in accordance with the requirements of those laws.

Amalgamations under clause 304(2)(b) or (c)

306(9) Subject to subsection (10), clauses 305(1)(b) to (g), subsection 305(2) and subsections (1) to (6) of this section apply, with necessary modifications, to the amalgamation of a cooperative and a body corporate for the purpose of continuing as a body corporate under another Act of the Legislature of Manitoba, as provided for in clause 304(2)(b), or under the laws of another jurisdiction, as provided for in clause 304(2)(c), and, in this regard, a reference to "cooperative" in section 305 includes the body corporate.

Further requirements

306(10) An amalgamation agreement referred to in clause 304(2)(b) or (c)

(a)shall contain any information required by the laws of the jurisdiction in which the amalgamating body corporate is incorporated and shall be approved by the members of the amalgamating body corporate in accordance with the requirements of those laws; and

(b)shall contain any information required by the Act under which the amalgamating cooperative and body corporate propose to continue.; and

MOTION:

THAT the following be added after subsection 317(1):

Continuance and amalgamation

317(1.1) If authorized by the members and shareholders of a cooperative in accordance with this section, and if made pursuant to an amalgamation agreement referred to in clause 304(2)(b) or (c) that is approved in accordance with section 306, an application for continuance under subsection (1) may include an application to the official or public body referred to in that subsection for a certificate of amalgamation.; and

MOTION:

THAT subsection 320(1) be amended

(a)in clause (c), by adding "clause 304(2)(c) or" before "section 307";

(b)in clause (e), by striking out "or 317" and substituting "or subsection 317(1)";

(c)by striking out "or" at the end of clause (e);

(d)by adding "or" at the end of clause (f); and

(e)by adding the following after clause (f):

(g)amalgamate with a body corporate under clause 304(2)(c) and apply for continuance under subsection 317(1.1).; and

MOTION:

THAT the following is added after section 397:

R.S.M. 1987, c. C223 amended

397.1(1) The Cooperatives Act, R.S.M. 1987, c. C223, is amended by this section.

397.1(2) Section 137 is amended by renumbering it as subsection 137(1) and adding the following as subsection 137(2):

Amalgamation with a body corporate

137(2) A cooperative may enter into an amalgamation agreement with a body corporate for the purpose of amalgamating with that body corporate and

(a)continuing as one cooperative under this Act;

(b)continuing as a body corporate under another Act of the Legislature of Manitoba; or

(c)continuing as a body corporate under the laws of another jurisdiction;

if the body corporate is authorized to enter into the agreement by the laws of the jurisdiction in which the body corporate is incorporated.

397.1(3) Subsection 138(1) is amended in the part preceding clause (a) by adding "under subsection 137(1)" after "amalgamate".

397.1(4) Subsection 138(2) is amended by adding ", in an amalgamation of cooperatives under subsection 137(1)," after "Where".

397.1(5) The following is added after subsection 139(5):

Amalgamations under clause 137(2)(a)

139(6) Section 138 and subsections (1) to (5) of this section apply, with necessary modifications, to the amalgamation of a cooperative and a body corporate for the purpose of continuing as one cooperative under this Act, as provided for in clause 137(2)(a), and, in this regard, a reference to "cooperative" in section 138 includes the body corporate.

Further requirements

139(7) An amalgamation agreement referred to in clause 137(2)(a) shall contain any information required by the laws of the jurisdiction in which the amalgamating body corporate is incorporated and shall be approved by the members of the amalgamating body corporate in accordance with the requirements of those laws.

Amalgamations under clause 137(2)(b) or (c)

139(8) Subject to subsection (9), clauses 138(1)(b) to (g), subsection 138(2) and subsections (1) to (5) of this section apply, with necessary modifications, to the amalgamation of a cooperative and a body corporate for the purpose of continuing as a body corporate under another Act of the Legislature of Manitoba, as provided for in clause 137(2)(b), or the laws of another jurisdiction, as provided for in clause 137(2)(c), and, in this regard, a reference to "cooperative" in section 138 includes the body corporate.

Further requirements

139(9) An amalgamation agreement referred to in clause 137(2)(b) or (c)

(a)shall contain any information required by the laws of the jurisdiction in which the amalgamating body corporate is incorporated and shall be approved by the members of the amalgamating body corporate in accordance with the requirements of those laws; and

(b)shall contain any information required by the Act under which the amalgamating cooperative and body corporate propose to continue.

397.1(6) The following is added after subsection 147(1):

Continuance and amalgamation

147(1.1) If authorized by the members and shareholders of a cooperative in accordance with this section, and if made pursuant to an amalgamation agreement referred to in clause 137(2)(b) or (c) that is approved in accordance with section 139, an application for continuance under subsection (1) may include an application to the official body referred to in that subsection for a certificate of amalgamation.

397.1(7) Subsection 149(1) is amended

(a)in clause (b), by adding "other than under clause 137(2)(c)" after"cooperative";

(b)in clause (d), by striking out "section 147" and substituting "subsection 147(1)";

(c)by adding "or" at the end of clause (f); and

(d)by adding the following after clause (f):

(g)amalgamate with a body corporate under clause 137(2)(c) and apply for continuance under subsection 147(1.1).; and

MOTION:

THAT section 400 be struck out and the following substituted:

C.C.S.M. c. S50 amended

400 Clause 19(2)(g) of The Securities Act is repealed and the following is substituted:

(g)securities

(I)to which sections 89 to 91 of The Cooperatives Act apply, or

(ii)that are memberships or shares issued by a cooperative entity, as defined in section 1 of The Cooperatives Act, for the purpose of qualifying a person or company as a member of the cooperative entity; and

MOTION:

THAT section 403 be struck out and the following substituted:

Coming into force

403(1) This Act, except section 397.1, comes into force on a day fixed by proclamation.

403(2) Section 397.1 comes into force on the day this Act receives royal assent.

Mr. Penner: I move, seconded by the honourable member for Turtle Mountain (Mr. Tweed), that the report of the committee be now received.

Motion agreed to.