Canada Cooperatives Act — C-1.7 134
Amendment of articles 134 (1) The holders of investment shares of a class or, subject to subsection (4), of a series are, unless the articles provide otherwise in the case of an amendment referred to in paragraphs (a), (b) and (e), entitled to vote separately as a class or series on a proposal to amend the articles to (a) increase or decrease any maximum number of authorized investment shares of the class, or increase any maximum number of authorized investment shares of a class having rights or privileges equal or superior to the investment shares of the class; (b) effect an exchange, reclassification or cancellation of all or part of the investment shares of the class; (c) add, change or remove the rights, privileges, restrictions or conditions attached to the investment shares of the class, including (i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends, (ii) add, remove or change prejudicially redemption rights, (iii) reduce or remove a dividend preference or a liquidation preference, or (iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of a cooperative, or sinking fund provisions; (d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the investment shares of the class; (e) create a new class of investment shares equal or superior to the investment shares of the class; (f) make any class of investment shares having rights or privileges inferior to the investment shares of the class equal or superior to the investment shares of the class; (g) effect an exchange or create a right of exchange of all or part of the investment shares of another class into the investment shares of the class; or (h) constrain the issue, transfer or ownership of the investment shares of the class or change or remove a constraint. Exception (2) Subsection (1) does not apply in respect of a proposal to amend the articles to add a right or privilege for a holder to convert investment shares of a class or series into investment shares of another class or series that is subject to a constraint permitted under paragraph 130(1)(c) but otherwise equal to the class or series first mentioned. Deeming provision (3) For the purpose of paragraph (1)(e), a new class of investment shares, the issue, transfer or ownership of which is to be constrained by an amendment to the articles under paragraph 130(1)(c), that is otherwise equal to an existing class of shares is deemed not to be equal or superior to the existing class of shares. Limitation (4) The holders of a series of investment shares of a class are entitled to vote separately as a series under subsection (1) only if the series is affected by an amendment in a manner different from other investment shares of the same class. Right to vote (5) Subsection (1) applies whether or not investment shares of a class or series otherwise carry the right to vote. Separate resolutions (6) A proposed amendment to the articles referred to in subsection (1) is adopted when it is approved by a special resolution of the members and by a separate special resolution of the shareholders of each class.