Canada Cooperatives Act — C-1.7 340
Application to court re oppression 340 (1) A complainant may apply to the court for an order, including an alternate order, under this section. Grounds (2) If the court receives an application under subsection (1) and is satisfied that an act or omission of a cooperative effects a result, that the business or affairs of the cooperative are or have been carried on or conducted in a manner, or that the powers of the director are or have been exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a member or other security holder, creditor, director or officer of the cooperative, the court may order the rectification of the matters complained of. Types of order (3) For the purpose of subsection (2), the court may make any order that it considers appropriate, including an order (a) restraining the conduct complained of; (b) appointing a receiver or receiver-manager; (c) requiring the cooperative to amend an agreement with members generally or with a member; (d) regulating the affairs of the cooperative by amending its articles or by-laws or creating or amending a unanimous agreement; (e) directing an issue or exchange of securities; (f) directing changes in the directors; (g) determining whether a person is or is qualified to be a member; (h) determining any matter in regard to the relations between the cooperative and a member; (i) subject to subsection (6), directing the cooperative or any other person to purchase securities of a security holder; (j) subject to subsection (6), directing the cooperative or any other person to pay to a security holder any part of the money paid by the security holder for securities; (k) subject to subsection (6), directing the cooperative to redeem membership shares, repay member loans or to pay to a member any other amount standing to the member’s credit in the records of the cooperative; (l) varying or setting aside a transaction or contract to which the cooperative is a party and compensating the cooperative or any other party to the transaction or contract; (m) directing the production and delivery within a specified time of financial statements of the cooperative; (n) directing an accounting; (o) compensating an aggrieved person; (p) directing rectification of the registers or other records of the cooperative under section 342; (q) liquidating and dissolving the cooperative; (r) directing a special audit or an investigation under section 329; or (s) requiring the trial of an issue. Duty of directors and members (4) If an order made under this section directs an amendment of the articles or by-laws of a cooperative, (a) the directors, members and shareholders must comply with subsection 303(5); and (b) no other amendment to the articles or by-laws may be made without the consent of the court, until the court orders otherwise. Exclusion (5) A member or shareholder is not entitled to dissent under section 302 if an amendment to the articles is effected under this section. Limitation (6) No cooperative may make a payment to a member or shareholder under an order of the court if there are reasonable grounds to believe that (a) the cooperative is, or would after that payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the cooperative’s assets after the payment would be less than the total of (i) its liabilities, and (ii) the amount that would be required to pay the holders of securities who have a right to be paid, on a redemption or liquidation, rateably with or in priority to the holders of the securities to be purchased or redeemed. Alternate order (7) An applicant under this section may apply for an order under section 313 instead of the order under this section. 1998, c. 1, s. 340; 2001, c. 14, s. 221(F)