An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
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Assented to 2005-11-25
1991, c. 48COOPERATIVE CREDIT ASSOCIATIONS ACT
142. Section 13 of the Act is repealed.
143. Section 21 of the Act is replaced by the following:
Marginal note:Authority of directors and officers
21. (1) No association and no guarantor of an obligation of an association may assert against a person dealing with the association or against a person who has acquired rights from the association that
(a) the association’s incorporating instrument or any by-laws of the association have not been complied with;
(b) the persons named as directors of the association in the most recent return sent to the Superintendent under section 432 are not the directors of the association;
(c) the place named in the incorporating instrument or by-laws of the association is not the place where the head office of the association is situated;
(d) a person held out by the association as a director, officer or representative of the association has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the association or usual for a director, officer or representative; or
(e) a document issued by any director, officer or representative of the association with actual or usual authority to issue the document is not valid or not genuine.
Marginal note:Exception — knowledge
(2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the association.
144. Paragraph 28(1)(b) of the Act is replaced by the following:
(b) the province in which the head office of the association is to be situated; and
145. Subsections 56(3) and (4) of the Act are replaced by the following:
Marginal note:Continued association
(3) Except in respect of a body corporate that is continued as an association under this Act for the purpose of immediately amalgamating with one or more bodies corporate and continuing as an association under this Act, if letters patent continuing a body corporate as an association under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the association.
Marginal note:Amalgamated association
(4) If letters patent amalgamating and continuing two or more bodies corporate as an association under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the association.
Marginal note:S. 57(2) and s. 60 do not apply
(5) For greater certainty, subsection 57(2) and section 60 do not apply in respect of an association referred to in subsection (3) or (4).
146. (1) Subsection 71(1) of the Act is replaced by the following:
Marginal note:Shares issued in series
71. (1) The by-laws of an association may, subject to any limitations set out in them, authorize the issue of any class of shares in one or more series and may
(a) fix the maximum number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to them; and
(b) authorize the directors to do anything referred to in paragraph (a).
(2) Subsection 71(5) of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares, send to the Superintendent a copy of the by-law authorizing the directors to fix the rights, privileges, restrictions and conditions of those shares and shall provide the Superintendent with particulars of the proposed shares.
Marginal note:1997, c. 15, s. 118; 2001, c. 9, s. 271
147. Subsection 75(2.1) of the Act is replaced by the following:
Marginal note:Exception
(2.1) Despite subsection (2), an association may, subject to subsection (2.2), record in the stated capital account maintained for the shares of a class or series any part of the consideration it receives in an exchange if it issues shares
(a) in exchange for
(i) property of a person who immediately before the exchange did not deal with the association at arm’s length within the meaning of that expression in the Income Tax Act or property of any prescribed person,
(ii) shares of or another interest in a body corporate that immediately before the exchange or because of it did not deal with the association at arm’s length within the meaning of that expression in the Income Tax Act or shares of or another interest in any prescribed entity, or
(iii) property of a person who immediately before the exchange dealt with the association at arm’s length within the meaning of that expression in the Income Tax Act if the person, the association and all of the holders of shares in the class or series of shares so issued consent to the exchange;
(b) under an agreement referred to in subsection 227(1); or
(c) to shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated association.
148. Subsection 80(1) of the French version of the Act is replaced by the following:
Marginal note:Exception — représentant personnel
80. (1) L’association — ainsi que ses filiales si elle le leur permet — peut, en qualité de représentant personnel, mais à condition de ne pas en avoir la propriété effective, détenir des parts sociales ou des actions de l’association.
149. The Act is amended by adding the following after section 80:
Marginal note:Exception — conditions before acquisition
80.1 (1) An association may permit its subsidiary to acquire shares of the association or of an entity that controls the association if before the subsidiary acquires them the conditions prescribed for the purposes of this subsection are met.
Marginal note:Conditions after acquisition
(2) After a subsidiary has acquired shares or ownership interests in accordance with subsection (1), the conditions prescribed for the purposes of this subsection are to be met.
Marginal note:Non-compliance with conditions
(3) Despite section 17 and subsection 75(2), the issue and acquisition of the shares or ownership interests are subject to the prescribed requirements if
(a) the association permits the subsidiary to acquire the shares or ownership interests; and
(b) either
(i) a condition prescribed for the purposes of subsection (1) was not met, or
(ii) a condition prescribed for the purposes of subsection (2) was not met or ceased to be met.
150. Section 93 of the Act is replaced by the following:
Marginal note:Signatures
93. (1) A security certificate shall be signed by or bear the printed or otherwise mechanically reproduced signature of at least one of the following:
(a) a director or officer of the association;
(b) a registrar or transfer agent of the association or a branch transfer agent or a natural person on their behalf; or
(c) a trustee who certifies it in accordance with a trust indenture.
Marginal note:Continuation of validity of signature
(2) If a security certificate contains a person’s printed or mechanically reproduced signature, the association may issue the security certificate even if the person has ceased to be a director or officer of the association. The security certificate is as valid as if the person were a director or officer at the date of its issue.
151. Section 95 of the Act is replaced by the following:
Marginal note:Restrictions and charges
95. (1) No charge in favour of an association and no restriction on transfer other than a constraint under Part VIII is effective against a transferee of a security issued by the association if the transferee has no actual knowledge of the charge or restriction unless it or a reference to it is noted conspicuously on the security certificate.
Marginal note:No restriction
(2) If any of the issued shares of a distributing association remain outstanding and are held by more than one person, the association may not restrict the transfer or ownership of its shares except by way of a constraint under Part VIII.
152. (1) Subsection 100(1) of the Act is replaced by the following:
Marginal note:Dealings with registered owner
100. (1) An association or a trustee within the meaning of section 278 may, subject to sections 145 to 149 and 154, treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payment in respect of the security and to exercise all of the rights and powers of an owner of the security.
(2) Paragraph 100(2)(b) of the English version of the Act is replaced by the following:
(b) the personal representative of a registered security holder who is a minor, an incompetent person or a missing person; or
153. Section 101 of the English version of the Act is replaced by the following:
Marginal note:Minors
101. If a minor exercises any rights of ownership in the securities of an association, no subsequent repudiation or avoidance is effective against the association.
154. Section 143 of the Act is renumbered as subsection 143(1) and is amended by adding the following:
Marginal note:Participation by electronic means
(2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of members or shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the association makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.
Marginal note:Regulations
(3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
155. Section 144 of the Act is renumbered as subsection 144(1) and is amended by adding the following:
Marginal note:Order to delay calling annual meeting
(2) Despite subsection (1), the association may apply to the court for an order extending the time for calling an annual meeting.
Marginal note:Obligation to notify Superintendent
(3) The association shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.
Marginal note:Superintendent’s right to appear
(4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.
156. Section 145 of the Act is replaced by the following:
Marginal note:Authority to fix record date
145. (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to
(a) receive payment of a dividend;
(b) receive notice of a meeting of shareholders; or
(c) vote at a meeting of shareholders.
Marginal note:Determination of record date
(2) If no record date is fixed
(a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is
(i) at the close of business on the day immediately preceding the day on which the notice is given, or
(ii) if no notice is given, the day on which the meeting is held; and
(b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.
Marginal note:Notice of record date
(3) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by
(a) advertisement in a newspaper in general circulation in the place where the association’s head office is situated and in each place in Canada where the association has a transfer agent or where a transfer of its shares may be recorded; and
(b) written notice to each stock exchange in Canada on which the association’s shares are listed for trading.
157. Subsection 146(1) of the Act is replaced by the following:
Marginal note:Notice of meeting
146. (1) Notice of the time and place of a meeting of an association’s members or shareholders shall be sent within the prescribed period to
(a) each member;
(b) each shareholder entitled to vote at the meeting;
(c) each director;
(d) the auditor of the association; and
(e) the Superintendent.
Marginal note:Exception
(1.1) In the case of an association that is not a distributing association, notice may be sent within any shorter period specified in its by-laws.
158. Subsection 147(1) of the Act is replaced by the following:
Marginal note:Notice not required
147. (1) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the association or the association’s transfer agent on the record date fixed under paragraph 145(1)(b) or determined under paragraph 145(2)(a).
159. Subsections 152(1) to (3) of the Act are replaced by the following:
Marginal note:Proposals
152. (1) A member may
(a) submit to the association notice of any matter that they propose to raise at an annual meeting of the association (in this section and section 153 referred to as a “proposal”); and
(b) discuss at the meeting any matter in respect of which they would have been entitled to submit a proposal.
Marginal note:Supporting statement
(2) A proposal submitted for consideration at a meeting must be attached to the notice of the meeting and, at the request of the member who submits the proposal, the association shall attach to the notice of the meeting the member’s statement in support of the proposal and their name and address. The statement and proposal together are not to exceed the prescribed maximum number of words and the name and address do not form part of the proposal or of the supporting statement and are not to be included for the purposes of the prescribed maximum word limit.
Marginal note:Exemption
(3) An association is not required to comply with subsection (2) if
(a) the proposal is not submitted to the association at least the prescribed number of days before the anniversary date of the notice of meeting that was sent in respect of the previous annual meeting;
(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the association or its directors, officers, members or security holders;
(b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the association;
(c) the member submitting the proposal failed within the prescribed period before the association receives their proposal to present at a meeting a proposal that at their request had been attached to a notice of a meeting;
(d) substantially the same proposal was attached to a notice of a meeting relating to, and presented to members at, a meeting held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or
(e) the rights conferred by subsections (1) and (2) are being abused to secure publicity.
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