Canadian Payments Association By-law No. 1 — General (SOR/2017-1)

Marginal note:Term and reappointment

• 13 (1) Members of the Stakeholder Advisory Council, other than elected directors of the Association, are to be appointed for a term of no more than three years and may be reappointed for any number of additional terms.

• Marginal note:Elected directors

  (2) A member of the Council who is an elected director of the Association must be appointed for a term fixed by the Board and may be reappointed for any number of additional terms.

Marginal note:Removal

14 On the recommendation of the chairperson of the Stakeholder Advisory Council, and after consultation with the Minister of Finance, the Board may remove a Council member, other than an elected director of the Association, from office if the Council member

• (a) has been absent without just cause from three consecutive meetings of the Council;

• (b) represents the interests of a stakeholder that has ceased to exist or is no longer a stakeholder; or

• (c) no longer meets the eligiblity criteria that are set out in the Act or this By-law.

Cessation of Membership

Marginal note:When membership ceases

15 A person ceases to be a member of the Stakeholder Advisory Council when

• (a) their term expires;

• (b) they are unable to act due to an extended incapacity or illness;

• (c) they are removed from office under section 14;

• (d) they cease to be an elected director of the Association; or

• (e) they resign, in which case their resignation takes effect on the later of

  • (i) the day on which their resignation is given to the Board, and

  • (ii) the day specified in their resignation.

Vacancy on Council

Marginal note:Elected directors

16 If a vacancy occurs because an elected director of the Association ceases to be a member of the Stakeholder Advisory Council before their term would have expired, and if no other Council member is an elected director, the Board must appoint an elected director to the Council for the remainder of that term.

Marginal note:Other Council members

• 17 (1) If a vacancy occurs because a member of the Council, other than an elected director of the Association, is removed under paragraph 14(a) or (c) or ceases to be a member under paragraph 15(b) or (e),

  • (a) in the case where the vacancy occurs three months or more before the day on which their term would have expired, the stakeholder whose interests were represented by that Council member may nominate a substitute for the remainder of that term; or

  • (b) in any other case, the vacancy must not be filled.

• Marginal note:No stakeholder

  (2) If a vacancy occurs because a member of the Council is removed under paragraph 14(b),

  • (a) in the case where the vacancy occurs one year or more before the day on which their term would have expired, the Board may appoint a substitute for the remainder of that term; or

  • (b) in any other case, the vacancy must not be filled.

• Marginal note:Substitute appointed by Board

  (3) If the stakeholder mentioned in paragraph (1)(a) fails to nominate a substitute within the period specified in the notice of vacancy, the Board may appoint a substitute.

Remuneration

Marginal note:Class

17.1 Members of the Stakeholder Advisory Council who represent consumers are prescribed as a class for the purposes of subsection 21.2(7) of the Act.

Member Advisory Council

Appointment

Marginal note:Maximum number of members

• 18 (1) The Member Advisory Council must consist of no more than 20 members, of which number no more than two may be elected directors of the Association.

• Marginal note:Composition — criteria

  (2) The Council must include at least six members who are representative of direct participants, at least two members who are representative of group clearers and at least four members who are representative of indirect participants.

• Marginal note:Definitions

  (3) The following definitions apply in subsection (2).

  direct participant

  direct participant means

  • (a) a direct clearer as defined in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System;

  • (b) [Repealed, SOR/2021-182, s. 56]

  • (c) a participant as defined in section 1 the Canadian Payments Association By-law No. 9 — Lynx, except a group clearer; or

  • (d) a party to any clearing and settlement system, payment system or system or arrangement that is established or operated by the Association, except

    • (i) the Automated Clearing Settlement System as defined in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System,

    • (ii) [Repealed, SOR/2021-182, s. 56]

    • (iii) Lynx as defined in section 1 of the Canadian Payments Association By-law No. 9 — Lynx. (participant direct)

  group clearer

  group clearer means a group clearer as defined in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System. (adhérent-correspondant de groupe) 

  indirect participant

  indirect participant means a member that, in the normal course of business, does not maintain a settlement account at the Bank of Canada. (participant indirect)

Marginal note:Eligibility — criteria

• 19 (1) Every person appointed to the Member Advisory Council, other an elected director of the Association, must be a director, officer or employee of a member and must represent the interests of that member.

• Marginal note:Other criteria

  (2) The members of the Council must have, as a group, the skills, expertise and experience that the Board considers necessary to permit the Council to carry out its responsibilities effectively.

Marginal note:Term and reappointment

• 20 (1) Members of the Member Advisory Council must be appointed for a term of no more than three years and may be reappointed for any number of additional terms.

• Marginal note:Elected directors

  (2) Despite subsection (1), a member of the Council who is an elected director of the Association must be appointed for a term fixed by the Board and may be reappointed for any number of additional terms.

Marginal note:Removal

21 On the recommendation of the chairperson of the Member Advisory Council, the Board may remove a Council member, other than an elected director of the Association, from office if the Council member

• (a) has been absent without just cause from three consecutive meetings of the Council; or

• (b) no longer meets the eligibility criteria that are set out in the Act or in this By-law.

Cessation of Membership

Marginal note:When membership ceases

22 A person ceases to be a member of the Member Advisory Council when

• (a) their term expires;

• (b) they are unable to act due to an extended incapacity or illness;

• (c) they are removed from office under section 21;

• (d) they cease to be an elected director of the Association;

• (e) they cease to be a director, officer or employee of the member whose interests they represent; or

• (f) they resign, in which case their resignation takes effect on the later of

  • (i) the day on which their resignation is given to the Board, and

  • (ii) the day specified in their resignation.

Vacancy on Council

Marginal note:Elected directors

23 If a vacancy occurs because an elected director of the Association ceases to be a member of the Member Advisory Council before their term would have expired, the Board may appoint an elected director to the Council for the remainder of that term.

Marginal note:Other Council members

• 24 (1) If a vacancy occurs because a member of the Council, other than an elected director of the Association, ceases to be a member under section 22,

  • (a) in the case where the vacancy occurs three months or more before the day on which their term would have expired, the member whose interests were represented by that Council member may nominate a substitute for the remainder of that term; or

  • (b) in any other case, the vacancy must not be filled.

• Marginal note:Substitute appointed by Board

  (2) If the member mentioned in paragraph (1)(a) fails to nominate a substitute within the period specified in the notice of vacancy, the Board may appoint a substitute.

Repeal

25 [Repeal]

Coming into Force

Marginal note:Registration

26 This By-law comes into force on the day on which it is registered.