Canadian Payments Act (R.S.C., 1985, c. C-21)

Marginal note:Right to vote

• 4.1 (1) Each member shall have one vote on all matters to be decided by members.

• Marginal note:Proxies

  (2) A member entitled to vote at a meeting of members may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders to attend and act at the meeting in the manner and to the extent authorized by the proxy and within the authority conferred by the proxy.

• Marginal note:Quorum

  (3) At a meeting of members, the members present, in person or by proxy, constitute a quorum if, together, they represent the majority of all members.

Objects and Powers

Marginal note:Objects

• 5 (1) The objects of the Association are to

  • (a) establish and operate national systems for the clearing and settlement of payments and other arrangements for the making or exchange of payments;

  • (b) facilitate the interaction of its clearing and settlement systems and related arrangements with other systems or arrangements involved in the exchange, clearing or settlement of payments; and

  • (c) facilitate the development of new payment methods and technologies.

• Marginal note:Duty of Association

  (2) In pursuing its objects, the Association shall promote the efficiency, safety and soundness of its clearing and settlement systems and take into account the interests of users.

Marginal note:Powers

• 6 (1) The Association may, in carrying out its objects,

  • (a) arrange the exchange of payment items at such places in Canada as the Association considers appropriate;

  • (b) require the payment of dues by members and establish the amount thereof;

  • (c) employ such officers and employees and engage the services of such advisers, agents and consultants as it considers necessary for the proper conduct of its business, and fix the terms and conditions of their employment or engagement and remuneration; and

  • (d) provide or procure the provision of pension, insurance or other benefits for officers and employees of the Association.

• Marginal note:Capacity and powers

  (2) For the purpose of carrying out its objects, the Association has the capacity, rights, powers and privileges of a natural person.

Head Office

Marginal note:Head office

7 The head office of the Association shall be at such place in Canada as may be designated in the by-laws of the Association.

Board of Directors

Marginal note:Composition

• 8 (1) There shall be a Board of Directors of the Association consisting of the following 13 directors:

  • (a) the President;

  • (b) three directors who are directors, officers or employees of members that, in the normal course of business, maintain a settlement account at the Bank of Canada;

  • (c) two directors who are directors, officers or employees of members other than those described in paragraph (b); and

  • (d) seven directors who are independent of the Association and of its members.

• Marginal note:Election of directors

  (2) The directors referred to in paragraphs (1)(b) to (d) are to be elected by the members.

• Marginal note:Quorum

  (3) At a meeting of the Board, the directors present constitute a quorum if at least seven directors are present and a majority of the directors present are directors referred to in paragraph (1)(d).

Marginal note:Ineligibility

• 9 (1) No person is eligible to be a director if they are

  • (a) a director, officer or employee of the Bank of Canada;

  • (b) employed in any capacity in the federal public administration or the public service of a province or hold any office or position for which any salary or other remuneration is payable out of public moneys; or

  • (c) a member of the Senate or House of Commons or a member of a provincial legislature.

• Marginal note:Restriction

  (2) When a director, officer or employee of a member is a director of the Association, no other director, officer or employee of that member, or of an affiliate of that member, is eligible to be a director of the Association.

• Marginal note:Affiliates

  (3) For the purposes of this section,

  • (a) one corporation is affiliated with another corporation if one of them is the subsidiary of the other or both are subsidiaries of the same corporation or each of them is controlled by the same person; and

  • (b) if two corporations are affiliated with the same corporation at the same time, they are deemed to be affiliated with each other.

• Marginal note:Definition of control

  (4) In paragraph (3)(a), control means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of any corporation or otherwise.

Marginal note:Term of office — elected directors

• 9.1 (1) The elected directors hold office for a term of three years and are eligible to be elected for two further terms.

• Marginal note:Removal of elected directors

  (2) If a resolution passed by a two-thirds majority of the members who are present at a special meeting of members called to consider the resolution provides for the recall of an elected director, then, despite subsection (1), that director ceases to be a director of the Association at the time notice of the resolution is given to the director or at any other time that may be fixed by by-law.

• Marginal note:Remuneration

  (3) A director referred to in paragraph 8(1)(d) shall be paid by the Association the remuneration that is fixed by by-law.

Marginal note:Vacancy

10 A vacancy on the Board does not impair the right of the remaining directors to act.

Marginal note:Vacancies

• 11 (1) If a vacancy among the elected directors occurs, the directors shall cause a meeting to be held of the members for the purpose of electing a director to fill the vacancy for the remainder of the term of the director whose departure resulted in the vacancy.

• Marginal note:Election by the Board

  (2) If the meeting is called and there is no quorum or the meeting fails to elect a director to fill the vacancy, the Board shall elect a director for the remainder of the term of the director whose departure from the Board resulted in the vacancy.

12 [Repealed, 2014, c. 39, s. 338]

13 [Repealed, 2014, c. 39, s. 338]

Marginal note:Canadian citizens

14 At least three quarters of the directors of the Association must be Canadian citizens ordinarily resident in Canada.

Chairperson

Marginal note:Chairperson and Deputy Chairperson

• 15 (1) The elected directors shall elect a Chairperson of the Board and a Deputy Chairperson of the Board from among the directors referred to in paragraph 8(1)(d) for a renewable term of up to three years. However, the Chairperson and Deputy Chairperson shall each serve no more than six years in office in total.

• Marginal note:Duties of Chairperson

  (2) The Chairperson shall preside at meetings of the Board and perform the duties that are assigned by the by-laws.

• Marginal note:Absence of Chairperson

  (3) If the Chairperson is unable to act by reason of absence or incapacity, the Deputy Chairperson shall perform the duties of the Chairperson.

• Marginal note:Additional vote

  (4) The Chairperson or, in the absence or incapacity of the Chairperson, the Deputy Chairperson has, in the event of a tie vote on any matter before the Board at a meeting of the Board, a second vote.

President

Marginal note:President

• 16 (1) The elected directors shall appoint the President of the Association.

• Marginal note:Duties

  (2) The President is the chief executive of the Association and has, on behalf of the Board, the direction and management of the business of the Association with authority to act in all matters that are not by the by-laws or by resolution of the Board specifically reserved to be done by the Chairperson or the Board.

• Marginal note:Exercise of powers by officers and employees

  (3) Except as otherwise provided by the President, and subject to any terms and conditions that may be specified by the President, an officer or employee of the Association may exercise any power and perform any duty or function of the Association if the officer or employee is appointed to serve in a capacity appropriate to the exercise of the power or performance of the duty or function.

Duty of Care

Marginal note:Duty of care of directors and officers

16.1 Every director and officer of the Association, in exercising their powers and performing their duties, shall

• (a) act honestly and in good faith with a view to the best interests of the Association; and

• (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Duties and Powers of Board

Marginal note:Duties and powers of Board

• 17 (1) The Board shall direct and manage the affairs of the Association and may for such purposes exercise all the powers of the Association.

• Marginal note:Power to borrow

  (2) Subject to the by-laws, the Board may

  • (a) borrow money on the credit of the Association;

  • (b) issue, reissue, sell or pledge debt obligations of the Association; and

  • (c) mortgage, pledge or otherwise create a security interest in all or any property of the Association owned or subsequently acquired, to secure any obligation of the Association.

• Marginal note:Definitions

  (3) For the purposes of this section,

  debt obligation

  debt obligation means a bond, debenture, note or other evidence of indebtedness or guarantee of the Association, whether secured or unsecured; (titre de créance)

  security interest

  security interest means an interest in or charge on the property of the Association by way of mortgage, pledge or otherwise, taken by a creditor to secure payment of an obligation of the Association. (sûreté)

Marginal note:By-laws

• 18 (1) The Board may make any by-laws that it considers advisable for the attainment of the objects of the Association, including by-laws

  • (a) providing for eligibility criteria for membership in the Stakeholder Advisory Council or the Member Advisory Council and their number of members;

  • (b) establishing, subject to this Part, requirements for membership in the Association;

  • (c) and (c.1) [Repealed, 2014, c. 39, s. 342]

  • (d) respecting the exchange and clearing of payment items and related matters;

  • (e) respecting settlements and related matters;

  • (f) respecting the payment of dues by the members and the payment of fees for services performed by or on behalf of the Association, and establishing the method of determining the amount of those dues and those fees;

  • (f.1) [Repealed, 2014, c. 39, s. 342]

  • (g) establishing penalties for any failure by members to comply with the by-laws, rules and orders made under the by-laws, except by-laws made under paragraph (k), including penalties that provide for the payment of interest or the making of restitution and procedures in respect of the imposition of those penalties;

  • (h) respecting the authenticity and integrity of payment items and messages;

  • (i) respecting the identification and authentication of members and other persons;

  • (i.1) prescribing classes of members of the Stakeholder Advisory Council for the purposes of subsection 21.2(7);

  • (j) limiting the liability of the Association, its members, its employees and other persons for any loss or damage suffered by a member as a result of anything done or omitted to be done in good faith in the administration or discharge of any powers or duties that under a by-law or a rule are intended or authorized to be exercised or performed; and

  • (k) respecting the internal administration of the business of the Association, including

    • (i) the procedures for all business that is conducted at meetings of the Board, the Board’s committees, the Stakeholder Advisory Council or the Member Advisory Council,

    • (ii) the remuneration of directors referred to in paragraph 8(1)(d) and of persons referred to in subsection 21.2(7),

    • (ii.1) the payment of reasonable travel and living expenses incurred by members of the Stakeholder Advisory Council, and

    • (iii) the procedures for the nomination, selection and appointment of persons to be members of the Stakeholder Advisory Council or the Member Advisory Council.

• Marginal note:Approval

  (2) A by-law, except a by-law made under paragraph (1)(k), shall not come into force unless it is approved by the Minister and, once approved, copies of it must be sent by the President to every member.

• Marginal note:Notice

  (3) The President shall notify the Minister of the making of a by-law under paragraph (1)(k) and shall send copies of the by-law to every member.

• (4) [Repealed, 2014, c. 39, s. 342]