187 (1) Subject to subsection (8) and to section 119, if a corporation that is not a public benefit corporation resolves to, (a)  amend its articles to add, remove or change any restriction upon the activity or activities that the corporation may carry on or upon the powers that the corporation may exercise; (b)  amalgamate with another corporation; (c)  be continued under the laws of another jurisdiction; (d)  be continued under the Co-operative Corporations Act; or (e)  sell, lease or exchange all or substantially all its property, a member entitled to vote on the resolution may dissent.  2010, c. 15, s. 187 (1). Exception (2) A member of a corporation incorporated before the day this section comes into force is not entitled to dissent under this section in respect of an amendment of a provision in the articles of the corporation to bring the provision into conformity with this Act.  2010, c. 15, s. 187 (2). Objection (3) A dissenting member shall give the corporation, at or before any meeting at which a resolution referred to in subsection (1) is to be voted on, an objection to the resolution, unless the corporation did not give notice to the member of the purpose of the meeting or of the member’s right to dissent.  2010, c. 15, s. 187 (3). Same (4) The execution or exercise of a proxy does not constitute an objection for purposes of subsection (3).  2010, c. 15, s. 187 (4). Notice of adoption of resolution (5) Within 10 days after the members adopt the resolution, the corporation shall give notice that the resolution has been adopted to each member who has filed an objection, but such notice is not required to be given to any member who voted for the resolution or who has withdrawn the objection.  2010, c. 15, s. 187 (5). Same (6) The notice must set out the rights of the dissenting member and the procedures to be followed to exercise those rights.  2010, c. 15, s. 187 (6). Demand for payment of fair value (7) A dissenting member entitled to receive notice under subsection (5) shall, within 20 days after receiving the notice, or, if the member does not receive notice, within 20 days after learning that the resolution has been adopted, give the corporation a notice containing, (a)  the member’s name and address; and (b)  a demand for payment of the fair value of the member’s membership interest.  2010, c. 15, s. 187 (7). Member’s right to be paid fair value (8) In addition to any other right the member may have, but subject to subsection (26), a member who complies with this section is entitled, when the action approved by the resolution from which the member dissents becomes effective, to be paid by the corporation the fair value of the membership interest, including any capital contribution, held by the member in respect of which the member dissents, determined as of the close of business on the day before the resolution was adopted.  2010, c. 15, s. 187 (8). Limitation (9) A dissenting member who fails to comply with subsections (3) and (7) has no right to make a claim under this section.  2010, c. 15, s. 187 (9). Termination of rights of dissenting member as member (10) On giving a notice under subsection (7), a dissenting member ceases to have any rights as a member other than the right to be paid the fair value of the member’s membership interest as determined under this section except where, (a)  the dissenting member withdraws notice before the corporation makes an offer under subsection (11); (b)  the corporation fails to make an offer in accordance with subsection (11) and the dissenting member withdraws notice; or (c)  the directors revoke the resolution dissented to or take action to undo any action taken under the resolution, in which case the dissenting member’s rights are reinstated as of the date the dissenting member gave the notice referred to in subsection (7).  2010, c. 15, s. 187 (10). Offer to pay (11) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective and the day the corporation received the notice referred to in subsection (7), give each dissenting member who has given notice under subsection (7), (a)  an offer to pay for the dissenting member’s membership interest in an amount considered by the directors of the corporation to be its fair value, accompanied by a statement showing how the fair value was determined; or (b)  if subsection (26) applies, a notification that it is unable lawfully to pay dissenting members for their membership interest.  2010, c. 15, s. 187 (11). Same (12) Every offer made under subsection (11) for the membership interests of members of the same class must be on the same terms.  2010, c. 15, s. 187 (12). Same (13) Subject to subsection (26), a corporation shall pay for the membership interest of a dissenting member within 10 days after an offer made under subsection (11) has been accepted, but any such offer lapses if the corporation does not receive an acceptance of it within 30 days after the offer has been made.  2010, c. 15, s. 187 (13). Application to court to fix fair value (14) If a corporation fails to make an offer under subsection (11) or if a dissenting member fails to accept such an offer, the corporation may, within 50 days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the membership interest of any dissenting member.  2010, c. 15, s. 187 (14). Same (15) If a corporation fails to apply to the court under subsection (14), a dissenting member may apply to the court for the same purpose within a further period of 20 days or such other period as the court may allow.  2010, c. 15, s. 187 (15). Costs (16) If a corporation fails to comply with subsection (11), then the costs of a member’s application under subsection (15) are to be borne by the corporation unless the court orders otherwise.  2010, c. 15, s. 187 (16). Same (17) A dissenting member is not required to give security for costs in an application made under subsection (14) or (15).  2010, c. 15, s. 187 (17). Notice of hearing to members (18) Before making application to the court under subsection (14) or not later than seven days after receiving notice of an application to the court under subsection (15), as the case may be, a corporation shall give notice to each dissenting member who, at the date on which the notice is given, (a)  has given the corporation the notice referred to in subsection (7); and (b)  has not accepted an offer made by the corporation under subsection (11), if such an offer was made, of the date, place and consequences of the application and of the dissenting member’s right to appear and be heard in person or by counsel, and the corporation shall give a similar notice to each dissenting member who, after the date of the first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting member satisfies those conditions.  2010, c. 15, s. 187 (18). Parties joined (19) All dissenting members who satisfy the conditions set out in subsection (18) are deemed to be joined as parties to an application under subsection (14) or (15) on the later of the date on which the application is brought and the date on which they satisfy the conditions, and are bound by the decision made by the court in the proceedings commenced by the application.  2010, c. 15, s. 187 (19). Same (20) Upon an application to the court under subsection (14) or (15), the court may determine whether any other person is a dissenting member who should be joined as a party, and the court shall fix a fair value for the membership interests of all dissenting members.  2010, c. 15, s. 187 (20). Appraisers (21) The court may in its discretion appoint one or more appraisers to assist the court in fixing a fair value for the membership interests of the dissenting members.  2010, c. 15, s. 187 (21). Final order (22) The final order of the court in the proceedings commenced by an application under subsection (14) or (15) must be rendered against the corporation and in favour of each dissenting member who, whether before or after the date of the order, complies with the conditions set out in clauses (18) (a) and (b).  2010, c. 15, s. 187 (22). Interest (23) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting member from the date the action approved by the resolution is effective until the date of payment.  2010, c. 15, s. 187 (23). Corporation unable to pay (24) If subsection (26) applies, the corporation shall, within 10 days after an order is made under subsection (22), notify each dissenting member that it is unable lawfully to pay dissenting members for their membership interests.  2010, c. 15, s. 187 (24). Same (25) If subsection (26) applies, a dissenting member, by notice sent to the corporation within 30 days after receiving a notice under subsection (24), may, (a)  withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the member’s full rights are reinstated; or (b)  retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its members.  2010, c. 15, s. 187 (25). Same (26) A corporation shall not make a payment to a dissenting member under this section if there are reasonable grounds for believing that, (a)  the corporation is or, after the payment would be, unable to pay its liabilities as they become due; or (b)  the realizable value of the corporation’s assets would be less than the aggregate of its liabilities as a result of the payment to the dissenting member.  2010, c. 15, s. 187 (26). Members not entitled (27) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (8), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon the terms and conditions that the court thinks fit.  2010, c. 15, s. 187 (27).