• (a) in the case of a judge or prothonotary to whom the Judges Act applies, the salary payable under that Act, or

payable to judges and prothonotaries to whom the Judges Act applies, or payable to any other person, excluding corporations, on behalf of a department or by a Crown corporation prescribed under paragraph 12(c) for the purposes of this Division.

• (a) a central, a trust company, a loan company and any other person, other than a local that is a member of a central or a cooperative credit association, that accepts deposits transferable by order;

• (c) Her Majesty in right of a province or an agent or mandatary of Her Majesty in right of a province, if Her Majesty in right of a province or the agent or mandatary accepts deposits transferable by order;

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.

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 only one further term.

• 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: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.

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 term not exceeding two years, the term being renewable.

• 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.

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.

Rules, Statements of Principle and Standards

Marginal note:Statements of principle and standards

19.1 Subject to the by-laws and rules, the Board may make any statements of principle and standards that it considers advisable for the attainment of the objects of the Association.

Marginal note:Directives by Minister

• 19.3 (1) If the Minister is of the opinion that it is in the public interest to do so, the Minister may issue a written directive to the Association, including a directive to make, amend or repeal a by-law, rule or standard.

• Marginal note:Consultation

  (2) Before a directive is given to the Association, the Minister shall consult the Board, and may consult any interested party, with respect to the content and effect of the directive. If the directive relates to the operation of a clearing and settlement system designated under subsection 4(1) of the Payment Clearing and Settlement Act, the Minister shall also consult the Governor of the Bank of Canada.

Marginal note:Notice of developments

19.5 The President shall, as soon as feasible, notify the Minister of any financial or other developments that have or are likely to have a material adverse effect on the business of the Association.

Committees of the Board

Marginal note:Nominating committee

• 20. (1) The Board shall establish a nominating committee to identify and propose qualified candidates for the election of directors.

• Marginal note:Composition

  (2) The nominating committee shall consist of elected directors, a majority of whom shall be directors referred to in paragraph 8(1)(d).

• Marginal note:Representative character

  (3) When the nominating committee is identifying qualified candidates for the election of directors referred to in paragraph 8(1)(c), it shall endeavour to identify candidates that are broadly representative of the diversity of the membership of the Association.