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
1973. The Act is amended by adding the following after section 168:
Marginal note:No cumulative voting
168.1 Despite section 168 or any provision of its by-laws, cumulative voting is not permitted in a federal credit union.
Marginal note:1997, c. 15, s. 15(2)
1974. The portion of subsection 170(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Failure to elect minimum
(2) If, at the close of a meeting of shareholders or members of a bank, the shareholders or members have failed to elect the number or minimum number of directors required by this Act or the by-laws of a bank, the purported election of directors at the meeting
Marginal note:1997, c. 15, s. 16
1975. (1) The portion of subsection 171(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Directors where elections or appointments incomplete or void
171. (1) Despite subsections 166(2) and (3) and paragraphs 168(1)(f) and 172(1)(a), if subsection 170(1) or (2) applies at the close of any meeting of shareholders or members of a bank, the board of directors, until their successors are elected or appointed, consists solely of
Marginal note:1997, c. 15, s. 16
(2) Subsections 171(3) and (4) of the Act are replaced by the following:
Marginal note:Directors to call meeting
(3) If subsection (1) or (2) applies, the board of directors referred to in that subsection must, without delay, call a special meeting of shareholders or members, as the case may be, to fill the vacancies if paragraph 170(2)(a) applies, or elect a new board of directors if subsection 170(1) or paragraph 170(2)(b) applies.
Marginal note:Others may call meeting
(4) If the directors fail to call a special meeting required by subsection (3), the meeting may be called by any person who would be entitled to vote at the meeting.
1976. (1) Subsection 173(1) of the Act is replaced by the following:
Marginal note:Removal of director
173. (1) Subject to paragraph 168(1)(g), the shareholders of a bank that is not a federal credit union may by resolution at a special meeting of shareholders remove any director or all the directors from office.
Marginal note:Removal of director — federal credit union
(1.1) A director of a federal credit union may be removed from office by resolution at a special meeting of the persons who are entitled to vote in the election of that director.
(2) Section 173 of the Act is amended by adding the following after subsection (2):
Marginal note:Exception — members
(2.1) If members of a federal credit union have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution of the members having that right.
(2) Subsection 173(3) of the English version of the Act is replaced by the following:
Marginal note:Vacancy by removal
(3) Subject to paragraphs 168(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders or members, as the case may be, at which the director is removed or, if not so filled, may be filled under section 177 or 178.
1977. (1) Paragraph 174(1)(b) of the English version of the Act is replaced by the following:
(b) receives a notice or otherwise learns of a meeting called for the purpose of removing the director from office, or
(2) Paragraph 174(1)(c) of the Act is replaced by the following:
(c) receives a notice or otherwise learns of a meeting of directors, shareholders or members at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,
Marginal note:1997, c. 15, s. 17
1978. Sections 175 and 176 of the Act are replaced by the following:
Marginal note:Circulation of statement
175. (1) A bank that is not a federal credit union must without delay on receipt of a director’s statement referred to in subsection 174(1) relating to a matter referred to in paragraph 174(1)(b) or (c), or a director’s statement referred to in subsection 174(2), send a copy of it to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is included in or attached to a management proxy circular required by subsection 156.05(1).
Marginal note:Circulation of statement — federal credit union
(2) A federal credit union must, without delay on receipt of a director’s statement referred to in subsection 174(1) relating to a matter referred to in paragraph 174(1)(b) or (c), or a director’s statement referred to in subsection 174(2), send a copy of it to the Superintendent, to each member and, if the director was elected by the holders of shares of a class, to those shareholders.
Marginal note:Immunity for statement
(3) No bank or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1) or (2).
Marginal note:Shareholders filling vacancy
176. (1) The by-laws of a bank that is not a federal credit union may provide that a vacancy among the directors is to be filled only
(a) by a vote of the shareholders; or
(b) by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.
Marginal note:Filling vacancy — federal credit union
(2) The by-laws of a federal credit union may provide that a vacancy among its directors is to be filled by election or appointment by members only or by an election or appointment by persons having an exclusive right to elect or appoint one or more directors if the vacancy occurs among the directors appointed or elected by those persons.
Marginal note:2005, c. 54, s. 35
1979. Section 178 of the Act is replaced by the following:
Marginal note:Class vacancy
178. Despite section 183, if a class of persons have an exclusive right to elect one or more directors and a vacancy occurs among those directors, then, subject to section 176,
(a) the remaining directors elected by those persons may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors who may be elected by that class from a failure to elect the number or minimum number of directors provided for in the by-laws for that class;
(b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 159, subsection 163(1) and section 164, the other directors may fill that vacancy; and
(c) if there are no such remaining directors and paragraph (b) does not apply, any person of that class may call a meeting of the class for the purpose of filling the vacancy.
Marginal note:1997, c. 15, s. 18
1980. Subsection 179.1(1) of the Act is replaced by the following:
Marginal note:Additional directors
179.1 (1) The directors of a bank that is not a federal credit union may appoint one or more additional directors if the by-laws of the bank allow them to do so and the by-laws determine the minimum and maximum numbers of directors.
1981. The Act is amended by adding the following after section 183:
Marginal note:Directors of federal credit union
183.01 The directors of a federal credit union that has issued shares that provide for the election of directors must not transact business at a meeting of directors or of a committee of directors unless the majority of the directors present at the meeting are members.
Marginal note:1997, c. 15, s. 21
1982. Subsection 186(2) of the Act is replaced by the following:
Marginal note:Statement to shareholders and members
(2) A bank must attach to the notice of each annual meeting it sends to its shareholders or members, as the case may be, a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.
1983. Subsection 188(1) of the Act is replaced by the following:
Marginal note:By-laws
188. (1) Unless this Act otherwise provides, the directors of a bank that is not a federal credit union may by resolution make, amend or repeal any by-law that regulates the business or affairs of the bank.
1984. Section 189 of the French version of the Act is replaced by the following:
Marginal note:Proposition d’un actionnaire
189. Tout actionnaire habile à voter à une assemblée annuelle des actionnaires peut, conformément aux articles 143 et 144, proposer la prise, la modification ou la révocation d’un règlement administratif.
1985. Paragraph 192(1)(b) of the Act is replaced by the following:
(b) immediately prior to the day a body corporate is continued as a bank other than a federal credit union, was provided for in the incorporating instrument of the body corporate,
1986. The Act is amended by adding the following after section 192:
Marginal note:By-laws — mandatory provisions
192.01 (1) The by-laws of a federal credit union must provide for
(a) the qualifications of members and the procedures for acceptance of members;
(b) the membership obligations of members, including any obligation to use the services of the federal credit union and any fees to be paid by members;
(c) the rights of joint members, if any;
(d) the fact that a delegate has only one vote even though the delegate is a member or represents more than one member;
(e) the limit, if any, on the number of membership shares;
(f) the selection, qualifications, term of office and removal of directors and members of committees of directors;
(g) the manner of distribution of any surplus earnings arising from the operations of the federal credit union;
(h) the rights of withdrawing members and members who are expelled;
(i) if the federal credit union wishes to permit members or shareholders to attend a meeting of the federal credit union by means of a communication facility referred to in subsection 136(2), the ways in which votes must be held; and
(j) the date on which the federal credit union’s financial year ends.
Marginal note:By-laws — other provisions
(2) The by-laws of a federal credit union may provide for any other matter that the members consider necessary or desirable, including
(a) restrictions on the classes of persons to which membership may be available, as long as the restrictions are consistent with applicable laws with respect to human rights;
(b) the representation of members by delegates;
(c) the distribution of patronage allocations;
(d) the manner of distribution of any remaining property on the voluntary liquidation and dissolution of the federal credit union;
(e) a formula for calculating the value of membership shares;
(f) a formula for calculating the redemption price of membership shares; and
(g) voting by mail.
Marginal note:Selection and removal of delegates
(3) If the by-laws of a federal credit union provide for the representation of members by delegates, the by-laws must set out procedures for their selection and removal.
Marginal note:Copies
192.02 (1) Each member and shareholder of a federal credit union may on request, not more than once in each calendar year, receive free of charge one copy of the letters patent and by-laws of the federal credit union, and one copy of any amendments to them.
Marginal note:Copies
(2) The federal credit union must provide each creditor, and, if the federal credit union is a distributing federal credit union, any other person, on payment of a reasonable fee, with a copy of the federal credit union’s letters patent and by-laws.
Marginal note:Making or amendment of by-law by members
192.03 (1) The members of a federal credit union may, by special resolution, make, amend or repeal any by-law that regulates the business and affairs of the federal credit union, including a by-law changing the federal credit union’s name or the province in which its head office is situated.
Marginal note:Making or amendment of by-law by directors
(2) Unless the by-laws of a federal credit union provide otherwise, the directors may, by special resolution, make a by-law or amend a by-law of the federal credit union, including a by-law changing the federal credit union’s name or the province in which its head office is situated, but only if the by-law or amendment is not contrary to a by-law made by the members.
Marginal note:Approval
(3) The directors must present a by-law or an amendment to a by-law that is made under subsection (2) to the members at the next meeting of members and the members may, by special resolution, confirm or amend it.
Marginal note:By-law not confirmed
(4) If a by-law or an amendment to a by-law made by the directors is not confirmed, with or without amendments, under subsection (3), the by-law or amendment is repealed as of the date of the meeting of members at which it was not confirmed.
Marginal note:Effective date of by-law
(5) If a by-law, or an amendment to or a repeal of a by-law, made under subsection (1) or (2) does any thing referred to in subsection 218(1) in relation to any class or series of shares, the by-law, amendment or repeal is not effective until it is confirmed or confirmed as amended by the holders of shares of that class or series in accordance with section 218.
Marginal note:Effective date of by-law
(6) If a by-law or an amendment to a by-law made under subsection (1) or (2) changes the name of the federal credit union, the by-law or the amendment is not effective until it is approved by the Superintendent.
Marginal note:Letters patent
(7) If the name of a federal credit union or the province in which its head office is situated is changed under subsection (1) or (2), the Superintendent may issue letters patent to amend the federal credit union’s incorporating instrument accordingly.
Marginal note:Effect of letters patent
(8) Letters patent issued under subsection (7) become effective on the day stated in the letters patent.
Marginal note:Proposal of by-law
192.04 A member may, in accordance with section 144.1, make a proposal to make, amend or repeal a by-law.
Marginal note:Effective date of by-law
192.05 (1) A by-law or an amendment to or repeal of a by-law made by the members is effective from the later of the date of the resolution made under subsection 192.03(1) and the date specified in the by-law, amendment or repeal.
Marginal note:Effective date of by-law
(2) A by-law or an amendment to a by-law made by the directors of a federal credit union is effective from the later of the date the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, with or without amendment, under subsection 192.03(3) or repealed under subsection 192.03(4) and, if the by-law is confirmed, or confirmed as amended, it is in effect in the form in which it was so confirmed.
Marginal note:If by-law not approved
(3) If a by-law or an amendment to a by-law made by the directors under subsection 192.03(2) is not submitted by the directors to the next meeting of the members as required under subsection 192.03(3), the by-law or amendment ceases to be effective from the date of that meeting.
Marginal note:New resolution of directors
(4) If a by-law or an amendment to a by-law made by the directors under subsection 192.03(2) is repealed under subsection 192.03(4) or ceases to be effective under subsection (3), no subsequent resolution of the directors to make or amend a by-law that has substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members.
Marginal note:By-laws of continued body corporate
192.06 Subject to section 192.05, the by-laws of a body corporate that is continued as a federal credit union under this Act continue in effect until amended or repealed, unless contrary to a provision of this Act.
Marginal note:Existing resolutions
192.07 If the remuneration of directors of a body corporate that is continued as a federal credit union was, immediately before the issuance of the federal credit union’s letters patent, fixed by a resolution of the directors, that resolution continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the federal credit union’s members.
Marginal note:Deemed by-laws
192.08 (1) Any matter provided for in the incorporating instrument of a body corporate that is continued as a federal credit union that, under this Act, is to be provided for in the by-laws of a federal credit union is deemed to be provided for in the by-laws of the federal credit union.
Marginal note:By-law prevails
(2) If a by-law of the federal credit union made in accordance with section 192.03 amends or repeals any matter referred to in subsection (1), the by-law prevails.
Marginal note:Rights preserved
192.09 No amendment to the letters patent or by-laws of a federal credit union affects an existing cause of action or claim or liability to prosecution in favour of or against the federal credit union or its directors or officers, or any civil, criminal or administrative action or proceeding to which the federal credit union or any of its directors or officers are a party.
Marginal note:By-laws binding
192.1 Subject to this Act, every by-law of a federal credit union binds the federal credit union and its members to the same extent as if
(a) each member had duly approved the by-law; and
(b) there were in the by-law a covenant under seal on the part of each member, and the successors and assigns of the member, to conform to the by-law.
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