Canada Cooperatives Act — C-1.7 289
Amendment of articles 289 (1) Subject to subsections (3) and 130(2) and sections 134, 290 and 291, the articles of a cooperative may be amended by a special resolution to (a) change its name; (b) change the place in which its registered office is situated; (c) add, change or remove a restriction on the business or businesses that the cooperative may carry on; (d) convert par-value membership shares into no-par-value membership shares and provide for a maximum number of membership shares that may be issued; (e) change a price or formula at which membership shares may be issued or redeemed or otherwise acquired by the cooperative; (f) add, change or remove restrictions on membership; (g) convert a cooperative that is incorporated without membership shares to a cooperative with membership shares and provide for membership shares with a par value and their par value or membership shares without a par value and the maximum number of membership shares that may be issued; (h) convert a cooperative with membership shares into a cooperative without membership shares and provide for the conversion of membership shares into member loans; (i) change any maximum number of shares that the cooperative is authorized to issue; (j) reduce or increase its stated capital, if its stated capital is set out in the articles; (k) create investment shares or new classes of investment shares; (l) change the designation of all or any of its investment shares and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its investment shares, whether issued or unissued; (m) change the investment shares of any class or series, whether issued or unissued, into a different number of investment shares of the same class or series or into the same or a different number of investment shares of other classes or series; (n) divide a class of investment shares, whether issued or unissued, into series and fix the number of investment shares in each series and the rights, privileges, restrictions and conditions of them; (o) authorize the directors to divide any class of unissued investment shares into series and fix the number of investment shares in each series and the rights, privileges, restrictions and conditions of them; (p) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued investment shares of any series; (q) revoke, diminish or enlarge any authority conferred under paragraphs (o) and (p); (r) increase or decrease the number of directors or the minimum or maximum number of directors, subject to section 76 and subsection 124(4); (s) add, change or remove restrictions on the issue, transfer or ownership of investment shares; or (t) add, change or remove any other provision that is permitted by this Act to be set out in the articles. Termination (2) The directors may, if authorized by the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the members or shareholders. Restriction on amendment (3) If the name of a cooperative is indicative of a restriction on the business that may be carried on by it, the articles of the cooperative may not be amended to remove that restriction unless its name is also amended. Cooperative basis (4) An amendment to the articles of a cooperative may not be made if it would result in the cooperative not being organized or operated or not carrying on business on a cooperative basis or, if applicable, result in the cooperative not being in compliance with Part 20 or 21. 1998, c. 1, s. 289; 2001, c. 14, s. 205