151.1 (1) If a co-operative resolves to, (a)  amend its articles in a manner referred to in subsection 151 (4); or (b)  amalgamate with another co-operative under sections 156 and 157, a holder of preference shares of any class or series entitled to vote on the confirmation of the resolution may dissent.  1999, c. 12, Sched. I, s. 1 (7); 2004, c. 31, Sched. 8, s. 28. Right to be paid fair value of shares (2) In addition to any other right the shareholder may have, but subject to subsection (15), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the co-operative the fair value of the preference shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.  1999, c. 12, Sched. I, s. 1 (7). No partial dissent (3) A dissenting shareholder may only claim under this section with respect to all the preference shares of a class held by the dissenting shareholder.  1999, c. 12, Sched. I, s. 1 (7). Written objection by shareholder (4) A dissenting shareholder shall send to the co-operative, at or before any meeting of shareholders at which the confirmation of a resolution referred to in subsection (1) is to be voted on, a written objection to the resolution, unless the co-operative did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent.  1999, c. 12, Sched. I, s. 1 (7). Notice of adoption of resolution to dissenting shareholders (5) The co-operative shall, within 10 days after the shareholders confirm the resolution, send to each shareholder who has filed the objection referred to in subsection (4) notice that the resolution has been confirmed, but such notice is not required to be sent to any shareholder who voted for the confirmation of the resolution or who has withdrawn the objection.  1999, c. 12, Sched. I, s. 1 (7). Same (6) A notice sent under subsection (5) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.  1999, c. 12, Sched. I, s. 1 (7). Demand for payment of fair value (7) A dissenting shareholder entitled to receive notice under subsection (5) shall, within 20 days after receiving such notice, or, if the shareholder does not receive such notice, within 20 days after learning that the resolution has been confirmed, send to the co-operative a written notice containing, (a)  the shareholder’s name and address; (b)  the number and class of preference shares in respect of which the shareholder dissents; and (c)  a demand for payment of the fair value of such shares.  1999, c. 12, Sched. I, s. 1 (7). Offer to pay (8) A co-operative shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the co-operative received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice, (a)  a written offer to pay for the dissenting shareholder’s preference shares in an amount considered by the directors of the co-operative to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or (b)  if subsection (15) applies, a notification that it is unable lawfully to pay dissenting shareholders for their preference shares.  1999, c. 12, Sched. I, s. 1 (7). Same (9) Every offer made under subsection (8) for shares of the same class shall be on the same terms.  1999, c. 12, Sched. I, s. 1 (7). Payment to shareholder (10) Subject to subsection (15), a co-operative shall pay for the preference shares of a dissenting shareholder within 10 days after an offer made under subsection (8) has been accepted, but any such offer lapses if the co-operative does not receive an acceptance within 30 days after the offer has been made.  1999, c. 12, Sched. I, s. 1 (7). Determination of fair value by arbitrator (11) Where a co-operative fails to make an offer under subsection (8) or if a dissenting shareholder fails to accept an offer, the fair value for the shares of any such dissenting shareholder shall be determined by arbitration by one person chosen by both the co-operative and the affected dissenting shareholders.  1999, c. 12, Sched. I, s. 1 (7). Panel of arbitrators (12) If the co-operative and the affected dissenting shareholders cannot agree on a single arbitrator, the arbitration shall be by a panel of three persons.  1999, c. 12, Sched. I, s. 1 (7). Same (13) An arbitration panel shall be comprised of one person nominated by the co-operative, one person nominated by the affected dissenting shareholders and one person selected by the two nominees.  1999, c. 12, Sched. I, s. 1 (7). Arbitration Act, 1991 applies (14) The Arbitration Act, 1991
applies, with necessary modifications, to arbitrations under this section.  1999, c. 12, Sched. I, s. 1 (7). Where co-operative unable to pay (15) A co-operative shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that, (a)  the co-operative is, or after the payment would be, unable to pay its liabilities as they become due; or (b)  the realizable value of the co-operative’s assets would thereby be less than the aggregate of its liabilities.  1999, c. 12, Sched. I, s. 1 (7). Definition of “fair value” (16) In this section, “fair value” means the price that a buyer would pay to a seller, both acting prudently, knowledgeably and willingly, in an arm’s length transaction in an open market under conditions requisite to a fair sale.  1999, c. 12, Sched. I, s. 1 (7). Section Amendments with date in force (d/m/y) 1999, c. 12, Sched. I, s. 1 (7) - 10/10/1997 2004, c. 31, Sched. 8, s. 28 - 31/08/2007