Cooperatives Regulation

Cooperatives Regulation, M.R. 95/99 The Cooperatives Act , C.C.S.M. c. C223 Regulation 95/99 Registered June 4, 1999 bilingual version (HTML) Table of Contents Section PART 1 GENERAL PROVISIONS 1 Definition 2 Cooperative name 3 Restricted words etc. 4 Prohibited words etc. 5 Statement of type of cooperative in articles 6 Proof of compliance of articles and by-laws 7 Dividend and interest rate 8 Interest rate for subsection 320(25) of the Act 9 Electronic transmission of documents etc. 10 Financial statements 11 Audit committee 11.1 Distribution on liquidation and dissolution 11.2 Multi-stakeholder cooperatives — distribution on liquidation and dissolution 11.3 Electronic members' meetings PART 1.1 EXTRA-PROVINCIAL REGISTRATIONS 11.4 Definitions 11.5 Designated jurisdictions 11.6 Information-sharing PART 2 CONSTRAINED SHARE COOPERATIVES 12 Definitions 13 Disclosure required 14 Duties of directors regarding shares 15 Limitation on voting rights 16 Further limitations 17 Disclosure of beneficial ownership 18 References and definitions for the purposes of sections 42 and 48 of the Act PART 3 HOUSING COOPERATIVES 19 Prescribed subsidies and assistance 19.1 Notice of member's right to appeal termination 20 Notices of appeal and other appeal material 21 Hearing by appeal tribunal 22 Special requirements regarding membership appeals 23 Failure to appear 24 Adjournment of hearing 25 Decision of tribunal 26 Tribunal members list 27 Honoraria and expenses — tribunal members other than the presiding member 27.1 Appeal tribunal member training 28 Abandoned personal property PART 4 SECURITIES 29 Security issue requirements 30 Exemption from security procedure 30.1 Superintendent PART 5 FEES 31 Fees 32 Refunds 33 Waiver of late filing fees PART 6 REPEAL AND COMING INTO FORCE 34 Repealed 35 Repeal 36 Coming into force Schedule PART 1 GENERAL PROVISIONS Definition 1 In this regulation, "Act" means The Cooperatives Act . Cooperative name 2(1) The name of a cooperative shall not be (a) too general; (b) only descriptive, in any language, of the quality, function or other characteristic of the goods or services in which the cooperative deals or intends to deal; (c) primarily or only a single name or surname used alone of an individual; or (d) primarily or only a geographic name used alone; unless the proposed name has become established by a long and continuous use prior to the date of filing the articles or the proposed name of the cooperative has through use acquired a meaning which renders the name distinctive. 2(2) Subject to subsection (1), when determining whether a name is distinctive, the name as a whole and not only its separate elements shall be considered. 2(3) The name of a cooperative shall not contain a word or expression, an element of which is the family name of an individual whether or not preceded by the given name or initials, unless the individual, or his or her heir or legal representative, consents in writing to the use of the name. 2(4) Subsection (3) does not apply where the cooperative that will use the proposed name is the successor or affiliate of a body corporate that has, as an element of its name, the family name, if (a) the body corporate consents in writing to the use of the name; and (b) where the use of the proposed name would contravene the provisions of clause 20(2)⁠(a) of the Act, the body corporate undertakes in writing to dissolve forthwith or change its name to some other name that complies with the Act before the cooperative proposing to use the name commences to use it. 2(5) Where the proposed name of a cooperative to be incorporated is the same as or similar to the name of any known body corporate, association, partnership or individual, whether in existence or not, so as to be, in the opinion of the Registrar, likely to confuse or mislead, the Registrar may refuse to register the articles of incorporation of the cooperative until the proposed name is changed in whatever manner the Registrar considers appropriate. 2(6) Where a cooperative acquires an assigned number as part of its name, that name shall, in addition to complying with subsections 17(1), (2), (4), (5) and (6), 19(2) and 20(2), (3), (4) and (5) of the Act and any other applicable provisions of the Act, (a) begin with the assigned number; (b) include the word "Manitoba"; and (c) be in a form acceptable to the Registrar. 2(7) When two or more cooperatives amalgamate, the name of the amalgamated cooperative shall not be prohibited if (a) it is the same as one of the amalgamating cooperatives; (b) it is a distinctive combination of the names of the amalgamating cooperatives and is not otherwise confusing or prohibited; or (c) it is a distinctive new name that is not confusing. Restricted words etc. 3(1) Except with the prior approval of the Registrar, the name of a cooperative with share capital shall not begin with the word "Manitoba" unless the name has become established by a long and continuous prior use. 3(2) Except with the prior approval of the Registrar, the word "Manitoba" or the abbreviation "Man." shall not be used in the name of a cooperative, if the word or expression would suggest or imply a connection with government. 3(3) No word or expression, or abbreviation of a word or expression, the use of which is prohibited or restricted under an Act or regulation of the Parliament of Canada or a province or territory of Canada, shall be used in the name of a cooperative, except, in the case of a restricted word, expression or abbreviation, in compliance with the restriction. Prohibited words etc. 4(1) The following words and expressions shall not be used in the name of a cooperative: (a) "amalgamated", unless the cooperative is an amalgamated cooperative resulting from the amalgamation of two or more cooperatives; (b) "college", "institute" or "university" if the word would lead to the inference that the cooperative is a university, college of applied arts and technology or other post-secondary educational institution, except with the approval of the Registrar; (c) digits or words which would lead to the inference that the name is a number name; (d) any word or expression that would lead to the inference that the cooperative is not a particular type or class of cooperatives to which the Act applies; (e) "association" or "society", if it is a cooperative with share capital; (f) a word or expression that suggests that a cooperative is sponsored or controlled by, or is associated or affiliated with a university or an association of accountants, architects, engineers, lawyers, physicians, surgeons or any other professional association recognized by the laws of Canada or a province or territory of Canada without the consent in writing of the appropriate university or professional association, as the case may be. 4(2) The Registrar may disapprove a name that contains a word or phrase that is obscene or connotes an undertaking that is scandalous, obscene or immoral. 4(3) A cooperative shall not be given a name that misdescribes, in any language, (a) the business, goods or services in association with which the name of the cooperative is proposed to be used; (b) the conditions under which goods or services will be produced or supplied or the persons to be employed in the production or supply of those goods or services; or (c) the place of origin of those goods or services. 4(4) The name of a revived cooperative shall be disapproved if it is confusing with a name acquired by another body corporate between the date of dissolution and revival of the revived cooperative unless the revived cooperative undertakes to change its name to a dissimilar name within three months of the issue of a Certificate of Revival. 4(5) Where a cooperative acquires all or substantially all of the property of an affiliated body corporate, the use by the cooperative of the name of the affiliated body corporate shall not be prohibited if the body corporate undertakes in writing to dissolve forthwith or to change its name before the cooperative adopts the name. 4(6) The addition or deletion of punctuation marks does not make a name different, but a name is not the same for the purposes of the Act if words, numerals, or initials are added, deleted or substituted, or the final word of the name is varied by substituting one of the legal elements or the corresponding abbreviation required under subsection 17(1) of the Act. 4(7) The following punctuation marks and other marks are the only ones permitted as part of the name of a cooperative: ! " # $ % & ' ( ) * + , - . / : ; ? [ ]  \ 4(7.1) The Registrar may record the character "Œ" as "OE" in a record prepared or maintained by the Director. 4(8) Where the name of a cooperative has been set out in two language forms, one language form shall be a direct translation of the other language form, although minor changes may be made to ensure that the name is idiomatically correct. 4(9) The use of the name of a cooperative is the sole responsibility of the cooperative and the reservation of a name by the Registrar does not relieve the incorporators, or the cooperative or its directors from the obligation of ascertaining that the name is not the same as, or confusingly similar to, (a) the name of an existing person, business or association; or (b) a trade mark. 4(10) The reservation of a name for a cooperative by the Registrar is only the withholding of the availability of that name from use by another, and is not an undertaking that the said name will be available upon incorporation, amendment or registration. M.R. 25/2020 Statement of type of cooperative in articles 5 The statement of the type of cooperative, required to be set out in a cooperative's articles of incorporation, shall clearly express to the satisfaction of the Registrar the main service that the cooperative provides to its members. Proof of compliance of articles and by-laws 6 Every cooperative shall upon demand provide evidence satisfactory to the Registrar that the articles and by-laws of the cooperative comply with the Act. Dividend and interest rate 7(1) Subject to subsections (3) and (4), no dividend or interest may be paid on the membership shares, member loans and patronage loans of a cooperative at a rate exceeding the Bank of Canada rate, plus 4 percent per annum. 7(2) For the purpose of determining compliance with subsection (1) in relation to a dividend or a loan with a fixed rate of interest, the applicable Bank of Canada rate shall be the Bank of Canada rate in effect on the day on which the directors approved the resolution authorizing (a) payment of the dividend; or (b) payment of the rate of interest on the loan. 7(3) Subsection (1) does not apply to a member loan or patronage loan in existence on the day this regulation comes into force (a) if the loan bears a fixed rate of interest set before that day; or (b) in the case of a variable-rate member or patronage loan, if the terms of the loan expressly require a higher rate. 7(4) Subsection (1) does not apply to the existing interest rate being paid on a variable-rate member or patronage loan in existence on the day this regulation comes into force until that interest rate changes under the terms of the loan. Interest rate for subsection 320(25) of the Act 8(1) In this section, "Bank of Canada rate" means (a) for the period beginning January 1 and ending June 30 in each year, the Bank of Canada rate as it stood on January 1 of that year; and (b) for the period beginning July 1 and ending December 31 in each year, the Bank of Canada rate as it stood on July 1 of that year. 8(2) For the purposes of subsection 320(25) of the Act, the prescribed rate of interest is the Bank of Canada rate, plus 1 percent per annum, and the interest shall be calculated as simple interest paid annually. Electronic transmission of documents etc. 9 For the purposes of subsection 379(2) of the Act, a document, notice or other information, other than a document or notice to be sent to or issued by the Registrar, may be sent or otherwise given electronically (a) if the recipient asks or agrees to receive it electronically; (b) in the case of electronic sending or giving that does not involve direct delivery to the recipient, if the recipient is informed directly without delay of the availability of the document, notice or other information and where it may be found or how it may be accessed; and (c) if the method of sending or giving permits the recipient to have easy access to the document, notice or information and to retain it in a permanent form. Financial statements 10 The financial statements required under section 257 of the Act, the report of the auditor referred to in that section and the consolidated financial statements required under section 259 of the Act must be prepared in accordance with generally accepted accounting principles as set out in the CPA Canada Standards and Guidance Collection (CPA Canada Handbooks) published by Chartered Professional Accountants of Canada. M.R. 25/2020 Audit committee 11(1) In clause (2)⁠(a), "manager" means the person responsible for the management of the day-to-day operations of the cooperative, whether that person is a volunteer, employee or independent contractor. 11(2) Where a cooperative is required to have an audit committee, the audit committee shall, as may be applicable in the circumstances, (a) review the annual audited financial statements with the board of directors, the manager, if applicable, and the auditor; (b) review the changes in the accounting principles and practices followed by the cooperative; (c) make recommendations to the board of directors respecting the appointment of the auditor; (d) review the audit fees; (e) review the scope, timing and coordination of the external and internal audit plans; (f) review any difficulties or restrictions experienced by the auditor in carrying out the audit; (g) review the findings of the audit; (h) review all significant recommendations made by the auditor to the cooperative's management on the subject of internal control and the management responses to those recommendations; (i) review all significant differences of opinion between the auditor and the cooperative's management, whether or not they are resolved; (j) perform such other duties and carry out such other functions as may be determined by the board of directors by resolution. Distribution on liquidation and dissolution 11.1 For the purposes of clause 338(1)⁠(h) of the Act, the remaining property of a cooperative on its liquidation and dissolution may be distributed in one or more of the following ways: (a) among the persons who were members of the cooperative during the financial year of the cooperative in which the cooperative ceased to carry on active business and the five financial years of the cooperative immediately preceding that financial year, on the basis of the business done with or through the cooperative by those persons during those financial years; (b) among the persons who were members of the cooperative during the financial year in which it was resolved to liquidate and dissolve the cooperative, or who were members of the cooperative during the financial year in which the cooperative ceased to carry on active business, on the basis of the business done with or through the cooperative by those members during a period of not less than three years, as shall be specified in the articles or by-laws of the cooperative; (c) equally among the persons who were members of the cooperative during the financial year in which it was resolved to liquidate and dissolve the cooperative, or who were members of the cooperative during the financial year in which the cooperative ceased to carry on active business; (d) among the persons who were members of the cooperative during the financial year of the cooperative in which the cooperative ceased to carry on active business and the five financial years of the cooperative immediately preceding that financial year, on the basis of the patronage returns allocated to those persons during those financial years; (e) among the persons who were members of the cooperative during the financial year in which it was resolved to liquidate and dissolve the cooperative, or who were members of the cooperative during the financial year in which the cooperative ceased to carry on active business, on the basis of patronage returns allocated to those members during a period of not less than three years, as shall be specified in the articles or by-laws of the cooperative. M.R. 150/2003 ; 144/2009 Multi-stakeholder cooperatives — distribution on liquidation and dissolution 11.2 On the liquidation and dissolution of a cooperative that is a multi-stakeholder cooperative, the remaining property of the cooperative must be distributed in accordance with section 11.1 regardless of whether the cooperative has multiple stakeholder groups. M.R. 214/2014 Electronic members' meetings 11.3(1) A cooperative may hold an annual or other general members' meeting or special members' meeting by holding two or more simultaneous meetings in different locations at which the members at each location communicate with members at the other locations by means of electronic communication technology if (a) the cooperative's by-laws authorize the meeting to be held in such a manner and set out adequate requirements for holding it that ensure that proceedings at the meeting comply with the requirements of subsection (3); and (b) the meeting is held in accordance with this section. 11.3(2) Without limiting the scope of the cooperative's by-law making authority, a by-law made for the purpose of this section may give the cooperative's directors discretion to decide whether to hold particular members' meetings in the manner described in the part of subsection (1) before clause (a). When the directors are given that discretion, a members' meeting may only be held in that manner if the directors so decide. 11.3(3) When a members' meeting is held in the format of two or more simultaneous meetings in different locations at which the members at each location communicate with members at the other locations by means of electronic communication technology, the meeting must comply with the following requirements: (a) the electronic communication technology the cooperative provides for members in attendance at each simultaneous meeting location must give each member a reasonable facsimile of the level of communication and participation in the proceedings that a member would have enjoyed if he or she had been present at a conventional members' meeting held in a single location; (b) information presented by the cooperative to the members at any of the meeting locations must be simultaneously presented to the members at each other meeting location in a reasonably equivalent manner; (c) each meeting location must have adequate physical, human and technological resources to ensure that (i) members are able to exercise their members' rights fully and in an informed manner, (ii) members at the different meeting locations have amenities and facilities that are equivalent, as far as is practicable, and (iii) proceedings at each meeting location and at the meeting as a whole are not subject to undue delays. 11.3(4) On any matter coming to a vote at a meeting held under this section, (a) the number of votes in favour of the matter is the grand total of the votes in favour of it cast at all the meeting locations; and (b) the number of votes against the matter is the grand total of the votes against it cast at all the meeting locations. 11.3(5) Subject to subsection (4), (a) members have the same voting rights at a meeting held under this section as members have at a conventional members' meeting held in a single location; and (b) voting and vote counting at a meeting held under this section must be done in accordance with the Act and the cooperative's by-laws. M.R. 214/2014 PART 1.1 EXTRA-PROVINCIAL REGISTRATIONS Definitions 11.4 The following definitions apply in this Part. "MRAS" means the multi-jurisdictional registry access service and includes a service that may replace it. (« SARM ») "New West Partnership jurisdiction" means (a) Alberta; (b) British Columbia; and (c) Saskatchewan. (« autorité législative visée par l' Accord commercial du nouveau partenariat de l'Ouest  ») M.R. 25/2020 Designated jurisdictions 11.5 The New West Partnership jurisdictions are designated as designated jurisdictions for the purpose of section 35.1 of the Act. M.R. 25/2020 Information-sharing 11.6(1) The Registrar may make information or a document collected by the Registrar for the purposes of the Act or this regulation accessible on or through MRAS or share the information or document with an extra-provincial registrar. 11.6(2) For the purpose of discharging the Registrar's powers, duties or functions under the Act or this regulation, the Registrar may (a) access information or a document that is accessible on or through MRAS; or (b) request information or a document collected by an extra-provincial registrar from that registrar. M.R. 25/2020 PART 2 CONSTRAINED SHARE COOPERATIVES Definitions 12 In this Part, "constrained class" means the class of persons specified in the articles of a constrained share cooperative as being ineligible to hold, as a class, more than the maximum aggregate holdings; (« catégorie restreinte ») "constrained share cooperative" means (a) a cooperative that has constrained share provisions in its articles, or (b) a cooperative that has amended its articles under section 48 of the Act to constrain the issue or transfer of its voting shares; (« coopérative à participation restreinte ») "control" means control in any manner that results in control in fact, whether directly through the ownership of shares or indirectly through a trust, a contract, the ownership of shares of any other body corporate or otherwise; (« contrôle ») "maximum aggregate holdings" means the total number of voting shares of a constrained share cooperative that may be held by or on behalf of persons in the constrained class and their associates as set out in the articles of the cooperative; (« avoir maximum total ») "maximum individual holdings" means the total number of voting shares of a constrained share cooperative that may be held by or on behalf of any one person in the constrained class and his or her associates as set out in the articles of the cooperative; (« avoir maximum individuel ») "resident of Canada" means an individual who is (a) ordinarily resident in Canada, or (b) not ordinarily resident in Canada, but who is a member of any of the following classes of persons: (i) persons who are full-time employees of the Government of Canada or a province, of an agency of any such government, or of a federal or provincial crown corporation, (ii) persons who are full-time employees of a body corporate (A) of which more than 50% of the voting shares are beneficially owned or over which control or direction is exercised by residents of Canada, or (B) a majority of the directors of which are residents of Canada, where the principal reason for the residence of the employees outside Canada is to act in that employment, (iii) persons who are full-time students at a university or other educational institution recognized by the educational authorities of a majority of the provinces of Canada and have been resident outside Canada less than 10 consecutive years, (iv) persons who are full-time employees of an international association or organization of which Canada is a member, (v) persons who were, at the time of reaching their 60th birthday, ordinarily resident in Canada and have been resident outside Canada less than 10 consecutive years, (vi) persons who are full-time members of the academic staff of a Canadian university on sabbatical or study leave outside Canada; (« résident canadien ») "voting share" means a share carrying voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes a security currently convertible into such a share and currently exercisable options and rights to acquire a share or such a convertible security. (« part conférant un droit de vote ») . Disclosure required 13 Each of the following documents issued or published by a constrained cooperative shall indicate conspicuously the general nature of its constrained share provisions: (a) a certificate representing a voting share; (b) a management proxy circular; (c) a prospectus, statement of material facts, registration statement or similar document. Duties of directors regarding shares 14(1) Notwithstanding that a transfer of a voting share of a constrained share cooperative otherwise complies with the transfer requirements set out in the cooperative's articles, the directors of a constrained share cooperative shall refuse to register the transfer if (a) the total number of voting shares held by or on behalf of persons in the constrained class and their associates exceeds the maximum aggregate holdings and the transfer is to a person in the constrained class or to an associate of such a person; (b) the total number of voting shares held by or on behalf of persons in the constrained class and their associates does not exceed the maximum aggregate holdings, but the transfer would cause the number of such shares held by or on behalf of such persons and their associates to exceed the maximum aggregate holdings; or (c) the transfer is to a person in the constrained class and (i) the total number of voting shares held by or on behalf of the person and his or her associates exceeds the maximum individual holdings, or (ii) the transfer would cause the number of voting shares held by or on behalf of that person and his or her associates to exceed the maximum individual holdings. 14(2) Notwithstanding subsection (1), the directors of a constrained share cooperative shall register a transfer of a voting share of the cooperative to a person in the constrained class if that person establishes that he or she was the beneficial owner of that share on the day on which the cooperative became a constrained share cooperative. 14(3) The directors of a constrained share cooperative shall not issue a voting share of the cooperative to a person in the constrained class in any of the circumstances set out in subsection (1) in which the directors are required to refuse to register a transfer of a share. 14(4) For the purposes of subsection (3), the directors may count as issued shares the voting shares that the cooperative is currently offering to its shareholders or prospective shareholders. Limitation on voting rights 15(1) Where on the day on which a cooperative becomes a constrained share cooperative the total number of voting shares of the cooperative held by or on behalf of a person in the constrained class and his or her associates exceeds the maximum individual holdings, that person or his or her nominee may, in person or by proxy, exercise the voting rights attached to the lesser of the voting shares held by or on behalf of the person on that day or on any subsequent day. 15(2) After the total number of shares held by or on behalf of the person referred to in subsection (1) and his or her associates is reduced to the maximum individual holdings or fewer, the person or his or her nominee may, in person or by proxy, exercise the voting rights attached to the shares held by or on behalf of the person. Further limitations 16(1) Except as provided in subsection 15(1), where the total number of voting shares of a constrained share cooperative held by or on behalf of a person in the constrained class and his or her associates exceeds the maximum individual holdings, no person shall, in person or by proxy, exercise the voting rights attached to the shares held by or on behalf of the person in the constrained class. 16(2) Where it appears from the share register of a constrained share cooperative that the total number of voting shares held by or on behalf of a shareholder is less that the maximum individual holdings, a proxyholder for that shareholder may vote those shares, unless the proxyholder has knowledge that the total number of voting shares held by or on behalf of the shareholder and his or her associates exceeds the maximum individual holdings. 16(3) Where, after the day on which a cooperative becomes a constrained share cooperative, a trust or another cooperative that was not a person in the constrained class becomes a person in the constrained class, the trust or other cooperative shall not exercise the voting rights attached to any shares it holds in the constrained share cooperative while it is a person in the constrained class. Disclosure of beneficial ownership 17(1) Subject to section 179 of the Act, the directors of a constrained share cooperative may make, amend or repeal any by-laws required to administer the constrained share provisions set out in the articles of the cooperative, including by-laws (a) that require any person in whose name shares of the cooperative are registered to furnish a statutory declaration under The Manitoba Evidence Act declaring (i) whether (A) the shareholder is the beneficial owner of the shares of the cooperative or holds them for a beneficial owner, (B) the shareholder is an associate of any other shareholder, and (C) the shareholder or beneficial owner is a member of a constrained class, and (ii) any other thing that the directors consider relevant; (b) that require a person seeking to (i) have a voting share issued to him or her, or (ii) have a transfer of a voting share registered in his or her name, to furnish a statutory declaration of the same kind and touching on the same matters as a statutory declaration referred to in clause (a); and (c) that determine the circumstances in which statutory declarations are required under clause (a) or (b) and the required form of the declarations. 17(2) Where a person is required to furnish a declaration under a by-law made in accordance with subsection (1), the directors may refuse to register a transfer of a voting share in that person's name or to issue a voting share to him or her until he or she has furnished the declaration. 17(3) In administering the constrained share provisions set out in the articles of a constrained share cooperative, the directors of the cooperative may rely upon (a) a statement made in a statutory declaration required to be made under subsection (1); and (b) the knowledge of a director, officer, employee or agent of the cooperative. 17(4) Where the directors are required to determine the total number of voting shares of a constrained share cooperative held by or on behalf of persons of a constrained class, the directors may rely upon the sum of (a) the voting shares held by every shareholder whose latest address as shown in the share register is outside Canada; and (b) the voting shares held by every shareholder whose latest address as shown in the share register is in Canada but who, to the knowledge of a director, officer, employee or agent of the cooperative is a member of a constrained class. 17(5) For the purposes of subsection (4), the directors may rely upon the share register of the constrained share cooperative as of any date after the day on which the cooperative became a constrained share cooperative but that date shall not be more than four months before the day on which the determination is made. References and definitions for the purposes of sections 42 and 48 of the Act 18 For the purposes of subclause 42(3)⁠(a)⁠(ii) and clause 48(1)⁠(b) of the Act, (a) any law of Canada or a province that has requirements in relation to Canadian ownership is a prescribed law; and (b) "financial intermediary" includes a bank, trust body corporate, loan body corporate, investment body corporate, association and a body corporate carrying on business as a securities broker, dealer or underwriter. PART 3 HOUSING COOPERATIVES Prescribed subsidies and assistance 19 For the purposes of clause 275(2)⁠(c) of the Act, a subsidy or assistance that assisted with or reduced housing costs is prescribed if it was provided under one or more of the following: (a) section 26, 27, 51, 61, 82 or 95 of the National Housing Act (Canada); (b) the Manitoba Seniors Rental Start Program, established by Order in Council 1123/86; (c) the Manitoba Cooperative Homestart Program, established by Order in Council 774/84. Notice of member's right to appeal termination 19.1 When the membership of a member of a housing cooperative is terminated under subsection 244(1) of the Act, the cooperative must, with the notice given under subsection 244(3) of the Act, include (a) a notice informing the member about his or her right of appeal under section 280 of the Act; and (b) a copy of the notice of appeal in a form approved by the Superintendent. M.R. 150/2003 ; 25/2020 Notices of appeal and other appeal material 20(1) When the Superintendent receives a notice of appeal under subsection 279(2) or 280(2) of the Act, (a) the Superintendent shall immediately notify the cooperative; and (b) the appellant and the cooperative shall provide to the Superintendent within seven days, excluding Saturdays and holidays, after the date the notice of appeal was received by him or her any written material they wish to file in support of their position. 20(2) The parties to an appeal under subsection 279(2) or 280(2) of the Act are the appellant and the cooperative. 20(3) The Superintendent shall forward (a) the notice of appeal and the material received under subsection (1), if any, to the members of the appeal tribunal; and (b) the material received from one party to the appeal under subsection (1), if any, to the other party to the appeal. 20(4) An appeal tribunal may consider, or refuse to consider, material received by the Superintendent under clause (1)⁠(b) after the deadline set out in that clause. M.R. 144/2009 ; 25/2020 Hearing by appeal tribunal 21(1) A hearing by an appeal tribunal convened under subsection 280(3) of the Act shall be a new hearing. 21(2) A hearing by an appeal tribunal shall be a closed hearing, and only (a) the appellant; (b) representatives of the board of directors of the cooperative; (c) counsel for the parties; and (d) while giving testimony, witnesses called by either party; may be present at the hearing. 21(3) The proceedings before an appeal tribunal shall not be recorded, but the parties and the members of the tribunal may take notes. 21(4) At a hearing by an appeal tribunal (a) the cooperative, or its counsel, shall present the cooperative's case first, including (i) stating (A) the cooperative's reasons for requiring the appellant to occupy an alternate housing unit, or (B) the grounds for terminating the membership, and (ii) calling any witnesses testifying on the cooperative's behalf; and (b) the appellant, or his or her counsel, shall present the appellant's case second, including (i) stating the appellant's (A) objections to being required to occupy an alternate housing unit or reasons why the requirement should be set aside, or (B) reasons why the membership should not be terminated, and (ii) calling any witnesses testifying on the appellant's behalf. 21(5) Each party to an appeal may cross-examine the other party and any witnesses of the other party. 21(6) An appeal tribunal may (a) receive whatever evidence that the members of the tribunal consider is relevant to the issues being considered by the tribunal and give the evidence whatever weight the members consider appropriate; and (b) ask questions of the parties and witnesses. Special requirements regarding membership appeals 22(1) When the termination of a membership is the subject of an appeal, the cooperative shall as part of its case show that, and the appeal tribunal shall consider whether, (a) the cooperative complied with the requirements of subsections 244(2) and (3) of the Act and the cooperative's by-laws in relation to the termination of the membership; and (b) the actions or conduct of the appellant, or of other persons living in the appellant's housing unit in the cooperative, constituted sufficient grounds under the cooperative's by-laws for terminating the membership. 22(2) If the appeal tribunal finds that (a) the cooperative failed to comply with the requirements mentioned in clause (1)⁠(a); and (b) that failure significantly prejudiced the ability of the appellant to make representations to the board on the motion to terminate the membership; the appeal tribunal shall set aside the special resolution of the directors of the cooperative terminating the membership. Failure to appear 23 If either party to an appeal fails to appear, the appeal tribunal may (a) find against the party that failed to appear; (b) adjourn the hearing of the appeal to a later date; or (c) make a decision on the basis of the written material available to it and any evidence of the party that appeared. Adjournment of hearing 24 An appeal tribunal may adjourn a hearing until a later time set by the tribunal where (a) both parties request the adjournment; or (b) one of the parties requests the adjournment and the tribunal is of the view that it is reasonable to grant the request. Decision of the tribunal 25(1) The decision of a majority of the members of an appeal tribunal is the decision of the appeal tribunal. 25(2) The deliberations of an appeal tribunal shall be conducted in private. 25(3) The presiding member of an appeal tribunal must (a) give the appeal tribunal's decision in writing; and (b) give brief written reasons for the decision. M.R. 214/2014 Tribunal members list 26 Where an individual whose name is on the list maintained by the Superintendent under subsection 280(9) of the Act ceases to be a member of the housing cooperative, the cooperative shall notify the Superintendent and shall provide the Superintendent with the name and address of a replacement. M.R. 25/2020 Honoraria and expenses — tribunal members other than the presiding member 27 For the purpose of subsection 280(10) of the Act, the housing cooperative in respect of which an appeal is made must pay each member of the appeal tribunal, other than the presiding member, (a) an honorarium of $100 for each day of the appeal; and (b) reasonable expenses for travel, meals and accommodation incurred by the member in the performance of the member's duties in relation to the appeal. M.R. 150/2003 ; 214/2014 Appeal tribunal member training 27.1(1) The Superintendent may determine the scope and content of the training that (a) subsection 280(15) of the Act requires presiding members of appeal tribunals to take; and (b) subsection 280(9.3) of the Act requires non-presiding members of appeal tribunals to take; and may develop training courses or training materials for those purposes. 27.1(2) The training that presiding members of appeal tribunals are required to take for the purpose of subsection 280(15) of the Act is the training described in clause (1)⁠(a). 27.1(3) The training that non-presiding members of appeal tribunals are required to take for the purpose of subsection 280(9.3) of the Act is the training described in clause (1)⁠(b). M.R. 214/2014 ; 25/2020 Abandoned personal property 28(1) The by-laws of a housing cooperative in relation to the removal and storage or disposal of abandoned personal property of a member or former member (a) may provide that abandoned property that does not have a value greater than the total expected costs of removal, storage and sale may be disposed of by the cooperative at whatever time and in whatever manner it considers appropriate; (b) shall, where the abandoned property has a value greater than the total expected costs of removal, storage and sale, provide that (i) the abandoned property shall be sold by public auction or other advertised sale that is likely to obtain multiple offers to purchase the property, (ii) the cooperative shall make a list of the abandoned property and store the property in a safe place and manner for a minimum of 60 days before selling it, (iii) if the address of the member or former member is known to the cooperative, the cooperative shall send a copy of the list of abandoned property to the member or former member at the earliest reasonable opportunity, (iv) the member or former member may regain possession of the abandoned property before it is sold by paying the cooperative the costs of removal and storage of the property and all costs incurred by the cooperative in preparing or attempting to sell the property, (v) the net proceeds of sale, being the total amount realized from the sale of the abandoned property less the total of (A) all amounts paid or payable by the cooperative in respect of security interests in, and liens against, the abandoned property that have priority in law over the cooperative's rights under this section, (B) the costs of removal, storage and sale, including any cost of ascertaining the member's or former member's current address for the purpose of this subclause, (C) all amounts that may be retained by the cooperative under the by-laws as permitted by clause (c), shall be forwarded to the member or former member, if the cooperative has or can at reasonable cost ascertain a current address for the member or former member, and (vi) if the cooperative does not have and cannot at reasonable cost ascertain a current address for the member or former member, it shall retain the net proceeds of sale, calculated as set out in subclause (v), for two years from the day on which the member or former member ceased to occupy the housing unit, and (A) the member or former member may claim the net proceeds prior to the expiration of the two years, and (B) if not claimed by the member or former member within the two years, the net proceeds become the property of the cooperative; and (c) may provide that the cooperative may retain out of the proceeds of sale, after payment of, or allowance for, any amounts mentioned under paragraphs (b)⁠(v)⁠(A) and (B), and may pay itself an amount sufficient to satisfy any arrears of accommodation charges or other amounts owed by the member or former member to the cooperative. 28(2) A purchaser in good faith of personal property sold in accordance with this section and the by-laws of the cooperative shall, subject to The Personal Property Security Act , be deemed to have acquired good title to the property, free and clear of any other interest. 28(3) A housing cooperative that substantially complies with this section and the by-laws of the cooperative is not liable to the member or former member, or a person claiming through the member or former member, as a result of the removal, storage, disposal or sale by the cooperative of abandoned personal property of the member or former member. PART 4 SECURITIES Security issue requirements 29(1) In exercising his or her discretion under subsection 89(5) of the Act to file and issue a receipt for an offering statement or amending statement, the Superintendent may require the offering cooperative to provide him or her with any financial statement, feasibility report or other document that he or she considers appropriate. 29(2) An offering statement required under section 89 of the Act must be in a form approved by the Superintendent and include (a) contractual rights of action for purchasers of the securities that are acceptable to the Superintendent; (b) a certificate of full, true and plain disclosure in a form approved by the Superintendent; and (c) a date specified by the Superintendent after which the offering statement is no longer valid. M.R. 150/2003 ; 25/2020 Exemption from security procedure 30(1) Subject to subsection (2), subsection 89(1) of the Act does not apply to (a) an issue of membership shares by a cooperative with an aggregate par value of $1,000 or less to a person for the purpose of qualifying that person as a member of the cooperative; (b) an issue of membership shares or securities by a cooperative when the membership shares or securities are purchased by or on behalf of a member of the cooperative and paid for by the application of patronage returns credited to the member; or (c) a cooperative's acceptance of member loans with an aggregate value of $1,000 or less from a person for the purpose of qualifying that person as a member of the cooperative. 30(2) When a cooperative requires both the purchase of membership shares and the making of member loans to qualify a person for membership in the cooperative, subsection 89(1) of the Act applies if the combined aggregate value of the required membership shares and member loans is more than $1,000. M.R. 150/2003 Copies of financial statements to Superintendent 30.1 For the purpose of clauses 33(1.1)⁠(b) and (c) of the Act, a cooperative that (a) requires its members to hold a quantity of membership shares per member having a value greater than $1,000; (b) requires its members to make member loans in an amount per member greater than $1,000; or (c) requires both the purchase of membership shares and the making of member loans having an aggregate value greater than $1,000 per member; must send to the Superintendent the documents described in subsection 257(1) of the Act. M.R. 214/2014 ; 25/2020 PART 5 FEES Fees 31 The fees set out in the Schedule are payable under the Act and include the cost of notices the Registrar or Superintendent is required to publish in The Manitoba Gazette . M.R. 25/2020 Refunds 32 Where a fee set out in the Schedule has been paid at the time of, or in relation to, the filing or delivery of articles, or of a registration, statement or order, and the filing or delivery is later withdrawn, abandoned or refused, the Registrar or Superintendent, as the case may be, shall retain one-half of the fee and shall refund the balance to the person who paid the fee. M.R. 25/2020 Waiver of late filing fees 33 The Registrar may waive the payment of a late filing fee in whole or in part, if in his or her discretion the Registrar considers that the circumstances resulting in the late filing were beyond the control of the cooperative. PART 6 REPEAL AND COMING INTO FORCE 34 [Repealed] M.R. 144/2009 Repeal 35 The Cooperatives Regulation , Manitoba Regulation 407/87 R, is repealed. Coming into force 36 This regulation comes into force on the day The Cooperatives Act , S.M. 1998, c. 52, comes into force. SCHEDULE FEES (Section 31) 1(1) The following fees are payable for the services indicated: (a) on issuance of a certificate of (i) incorporation other than an incorporation under subclause (ii) 1(2) Notwithstanding subclause (1)⁠(a)⁠(vi), no fee is payable where restated articles are filed concurrently with articles of amendment or as a result of a direction of the Registrar. 1(3) In subsection (1), "community service cooperative" means a cooperative referred to in section 62 of the Act. M.R. 81/2002 ; 25/2020