Jobs and Economic Growth Act (S.C. 2010, c. 12)
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Assented to 2010-07-12
PART 17FEDERAL CREDIT UNIONS
1991, c. 46Bank Act
2027. (1) Paragraphs 321(1)(b) and (c) of the Act are replaced by the following:
(b) receives a notice or otherwise learns of a meeting of shareholders, or, if the bank is a federal credit union, of a meeting of members, called for the purpose of revoking the appointment of the auditor, or
(c) receives a notice or otherwise learns of a meeting of directors or shareholders, or, if the bank is a federal credit union, of a meeting of members, at which another firm of accountants is to be appointed in its stead, whether because of the auditor’s resignation or revocation of appointment or because the auditor’s term of office has expired or is about to expire,
Marginal note:2005, c. 54, s. 73
(2) Subsection 321(2) of the Act is replaced by the following:
Marginal note:Statements to be sent
(2) The bank must send a copy of the statements referred to in subsections (1) and (1.1) without delay to every shareholder, or, if the bank is a federal credit union, to every member, entitled to vote at the annual meeting of shareholders or of members and to the Superintendent.
2028. Subsection 323(1) of the Act is replaced by the following:
Marginal note:Auditors’ examination
323. (1) The auditor or auditors of a bank must make any examination that the auditor or auditors consider necessary to enable the auditor or auditors to report on the annual statement and on other financial statements required by this Act to be placed before the shareholders or, if the bank is a federal credit union, the members, except any annual statements or parts of those statements that relate to the period referred to in subparagraph 308(1)(a)(ii).
2029. Subsection 325(2) of the Act is replaced by the following:
Marginal note:Special examination
(2) The Superintendent may, in writing, require that the auditor or auditors of a bank make a particular examination relating to the adequacy of the procedures adopted by the bank for the safety of its creditors and shareholders and, if the bank is a federal credit union, for the safety of its members, or any other examination as, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent.
2030. Subsection 326(1) of the Act is replaced by the following:
Marginal note:Auditors’ report
326. (1) The auditor or auditors must, not less than 21 days before the date of the annual meeting of the shareholders of the bank or, if the bank is a federal credit union, of the annual meeting of the members, make a report in writing to the shareholders or members, as the case may be, on the annual statement referred to in subsection 308(1).
2031. Section 327 of the Act is replaced by the following:
Marginal note:Report on directors’ statement
327. (1) The auditor or auditors of a bank must, if required by the shareholders or, if the bank is a federal credit union, by the members or shareholders, if any, audit and report to the shareholders or members, as the case may be, on any financial statement submitted by the directors to the shareholders or members, and the report must state whether, in their opinion, the financial statement presents fairly the information required by the shareholders or members.
Marginal note:Making of report
(2) A report of the auditor or auditors made under subsection (1) must be attached to the financial statement to which it relates and a copy of the statement and report must be sent by the directors to the Superintendent, to every shareholder and, if the bank is a federal credit union, to every member and shareholder, if any.
2032. Paragraph 332(3)(b) of the Act is replaced by the following:
(b) otherwise inform the shareholders, and, if the bank is a federal credit union, its members, and the Superintendent of the error or misstatement.
2033. Paragraph 335(1)(c) of the Act is replaced by the following:
(c) an order directing that any amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to the following instead of to the bank or the subsidiary:
(i) if the bank is not a federal credit union, former and present security holders of the bank or subsidiary, or
(ii) if the bank is a federal credit union, former and present members or security holders of the federal credit union or former and present security holders of the subsidiary; and
2034. Subsection 336(1) of the Act is replaced by the following:
Marginal note:Status of approval
336. (1) An application made or an action brought or intervened in under subsection 334(1) or section 338 need not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the bank or its subsidiary has been or might be approved by the shareholders or members of the bank, or by the shareholders of the subsidiary, but evidence of approval by the shareholders or the members, as the case may be, may be taken into account by the court in making an order under section 335.
2035. (1) Subsection 338(1) of the Act is replaced by the following:
Marginal note:Application to rectify records
338. (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the securities register, the members register or any other record of a bank, the bank, a security holder of the bank, a member of the bank or any aggrieved person may apply to a court for an order that the register or record be rectified.
(2) Subsection 338(3) of the Act is replaced by the following:
Marginal note:Powers of court
(3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,
(a) an order requiring the register or other record of the bank to be rectified;
(b) an order restraining a bank from calling or holding a meeting of shareholders or members, or paying a dividend or patronage allocation, before the rectification;
(c) an order determining the right of a party to the proceedings to have the party’s name entered or retained in, or deleted or omitted from, the register or records of the bank, whether the issue arises between two or more security holders or alleged security holders, or two or more members or alleged members, or between the bank and any security holder or alleged security holder or member or alleged member; and
(d) an order compensating a party who has incurred a loss.
2036. Subsection 342(1) of the Act is replaced by the following:
Marginal note:No property and no liabilities
342. (1) A bank that has no property and no liabilities may apply to the Minister for letters patent dissolving the bank if it is authorized by
(a) in the case of a bank that is not a federal credit union, a special resolution of the shareholders or, if there are no shareholders, by a resolution of all the directors; or
(b) in the case of a federal credit union, a special resolution of the members and a separate special resolution of the shareholders, if any.
2037. (1) Subsection 343(1) of the Act is amended by striking out “or” at the end of paragraph (a) and by replacing paragraph (b) with the following:
(b) may, if the bank is not a federal credit union, be initiated by way of a proposal made by a shareholder who is entitled to vote at an annual meeting of shareholders in accordance with sections 143 and 144; or
(c) may, if the bank is a federal credit union, be initiated by way of a proposal made by a member in accordance with section 144.1.
(2) Subsection 343(2) of the English version of the Act is replaced by the following:
Marginal note:Terms must be set out
(2) A notice of any meeting at which the voluntary liquidation and dissolution of a bank is to be proposed must set out the terms of the proposal.
2038. Section 344 of the Act is replaced by the following:
Marginal note:Resolutions
344. If the voluntary liquidation and dissolution of a bank is proposed, the bank may apply to the Minister for letters patent dissolving the bank
(a) if, in the case of a bank that is not a federal credit union, it is authorized by a special resolution of the shareholders or, if the bank has issued more than one class of shares, by special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote; or
(b) if, in the case of a federal credit union, it is authorized by a special resolution of the members and, if the federal credit union has issued one or more classes of shares, by separate special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote.
2039. Paragraphs 345(4)(c) and (d) of the Act are replaced by the following:
(c) proceed to collect its property, dispose of property that is not to be distributed in kind to its shareholders or members, as the case may be, discharge all its obligations and do all other acts required to liquidate its business; and
(d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders, according to their respective rights, or its members, as the case may be.
2040. (1) The portion of paragraph 349(g) of the Act before subparagraph (i) is replaced by the following:
(g) an order determining and enforcing the duty or liability of any present or former director, officer, shareholder or member
(2) Paragraphs 349(l) and (m) of the Act are replaced by the following:
(l) subject to sections 356 to 358, an order approving any proposed, interim or final distribution to shareholders or members, as the case may be, or incorporators, in money or in property;
(m) an order disposing of any property belonging to creditors, shareholders, members and incorporators who cannot be found;
(3) The portion of paragraph 349(n) of the Act before subparagraph (i) is replaced by the following:
(n) on the application of any director, officer, shareholder, member, incorporator, creditor or the liquidator,
2041. (1) Paragraph 350(1)(b) of the Act is replaced by the following:
(b) the powers of the directors, shareholders and members are vested in the liquidator and cease to be vested in the directors, shareholders and members, except as specifically authorized by the court.
(2) Subsection 350(2) of the Act is replaced by the following:
Marginal note:Delegation by liquidator
(2) A liquidator may delegate any of the powers vested by paragraph (1)(b) to the directors, shareholders or members, if any.
2042. Section 351 of the Act is replaced by the following:
Marginal note:Appointment of liquidator
351. When making an order for the liquidation of a bank, or at any later time, the court may appoint any person, including a director, an officer, a shareholder or a member of the bank or any other bank, as liquidator of the bank.
2043. (1) Paragraph 353(1)(f) of the Act is replaced by the following:
(f) maintain separate lists of members and of each class of creditors, shareholders and other persons having claims against the bank;
(2) Paragraph 353(1)(i) of the Act is replaced by the following:
(i) after the final accounts are approved by the court, distribute any remaining property of the bank among the shareholders, incorporators or members, according to their respective rights.
2044. (1) Paragraph 357(1)(a) of the Act is replaced by the following:
(a) for approval of the final accounts of the liquidator and for an order permitting the distribution, in money or in kind, of the remaining property of the bank to its shareholders, or members, if any, or to the incorporators, according to their respective rights; or
(2) Subsections 357(2) and (3) of the Act are replaced by the following:
Marginal note:Application by shareholder or member
(2) If a liquidator fails to make the application required by subsection (1), a shareholder of the bank or, if there are no shareholders of the bank, an incorporator — or, if the bank is a federal credit union, a member or shareholder of the federal credit union or, if there are no members or shareholders, an incorporator — may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.
Marginal note:Notification of final accounts
(3) A liquidator must give notice of their intention to make an application under subsection (1) to the Superintendent, to each inspector appointed under section 349, to each shareholder of the bank or, if there are no shareholders, to each incorporator and to any person who provided a security or fidelity bond for the liquidation. If the bank is a federal credit union, the liquidator must also give the notice to each member of the federal credit union.
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