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SNL2009 CHAPTER C-37.2

CREDIT UNION ACT, 2009

Amended:

2014 cC-10.1 s59

CHAPTER C-37.2

AN ACT RESPECTING CREDIT UNIONS

(Assented to May 28, 2009 )

Analysis


       
1.   Short title

       
2.   Definitions

       
3.   Part prevails

       
4.   Prohibition

              PART I
INCORPORATION OF CREDIT UNIONS

       
5.   Incorporation

       
6.   Articles

       
7.   By-laws

       
8.   Application for incorporation

       
9.   Certificate of incorporation

     
10.   Business commencement requirements

     
11.   Name

     
12.   Prohibited names

     
13.   Pre-incorporation contract

              PART II
CAPACITY AND POWERS

     
14.   Capacity

     
15.   Jurisdiction outside province

     
16.   Business of credit unions

     
17.   Coercive tied selling

     
18.   Subsidiaries and trade

     
19.   Restrictions

     
20.   No contravention notice

     
21.   Reliance

              PART III
REGISTERED OFFICE AND RECORDS

     
22.   Registered office

     
23.   Branch office

     
24.   Records

     
25.   Examination of records

     
26.   Form of records

              PART IV
CAPITALIZATION AND OPERATING STANDARDS

     
27.   Member shares

     
28.   Shares other than members' equity shares

     
29.   Dividend or patronage refund

     
30.   Purchase of surplus shares

     
31.   Exception

     
32.   Liability limited

     
33.   Remedy

     
34.   Unclaimed balances

     
35.   Member right to withdraw deposits

     
36.   Trust funds

     
37.   Partial payment on death

     
38.   Loans

     
39.   Lien

     
40.   Liquid assets

     
41.   Investments

     
42.   Doubtful loans

     
43.   Equity

     
44.   Borrowing

     
45.   Matching

     
46.   Insurance required

     
47.   Sound business and financial practices

              PART V
MEMBERSHIP

     
48.   Membership

     
49.   Bond of association

     
50.   Membership termination

     
51.   Remedy preserved

     
52.   By-laws

     
53.   Members bound

     
54.   Place of meetings

     
55.   Calling meetings

     
56.   Record date

     
57.   Notice of meetings

     
58.   Waiver of notice

     
59.   Member notice

     
60.   Quorum

     
61.   Voting

     
62.   Corporate representation

     
63.   Voting by proxy

     
64.   Joint membership

     
65.   Executors and administrators

     
66.   Ballot

     
67.   Requisition by members to call meeting

     
68.   Meeting called by superintendent

              PART VI
DIRECTORS AND OFFICERS

     
69.   Directors

     
70.   Qualifications

     
71.   Terms of office

     
72.   Ceasing to hold office

     
73.   Removal of directors

     
74.   Reasons

     
75.   Vacancy

     
76.   Notice of change of directors

     
77.   Meetings

     
78.   Appointing committees

     
79.   Establishing committees

     
80.   Validity of acts

     
81.   Resolution

     
82.   Liability

     
83.   Duty to report

     
84.   Designation of officers

     
85.   Remuneration and expenses

     
86.   Duty of care

     
87.   Dissent

     
88.   Indemnification

              PART VII
RETURNS AND FINANCIAL DISCLOSURE

     
89.   Fiscal year

     
90.   Annual returns

     
91.   Annual financial statements

     
92.   Conditions re: financial statements

     
93.   Request for documents

     
94.   Auditors

     
95.   Auditor removal

     
96.   Vacancy

     
97.   Auditor appointed by guarantee corporation

     
98.   Duty to attend meetings

     
99.   Examinations by auditor

   
100.   Superintendent or guarantee corporation may enlarge scope

   
101.   Right to demand information

   
102.   Auditor's report

   
103.   Audit committee

   
104.   Duty of auditor

   
105.   Additional requirements

   
106.   Access to papers

   
107.   Qualified privilege

   
108.   No liability

              PART VIII
FUNDAMENTAL CHANGES

   
109.   Amendment of articles

   
110.   Articles to superintendent

   
111.   Certificate of amendment

   
112.   Effect of certificate

   
113.   Restated articles

   
114.   Amalgamation

   
115.   Amalgamation agreement

   
116.   Approval of agreement

   
117.   Articles of amalgamation

   
118.   Compulsory amalgamation

   
119.   Certificate and effect of amalgamation

   
120.   Extraordinary sale, lease or exchange

   
121.   Approval of guarantee corporation

   
122.   Dissent

   
123.   Reorganization under a court order

              PART IX
DISSOLUTION AND LIQUIDATION

   
124.   Mandatory dissolution

   
125.   Voluntary dissolution by members

   
126.   Voluntary liquidation and dissolution

   
127.   Articles of dissolution and certificate

   
128.   Custody of records

   
129.   Effect of dissolution

   
130.   Unclaimed property

   
131.   Effect of Bankruptcy and Insolvency Act (Canada )

              PART X
CREDIT UNION DEPOSIT GUARANTEE CORPORATION

   
132.   Application

   
133.   Continuation

   
134.   Duties

   
135.   Capacity

   
136.   Powers

   
137.   Board

   
138.   Officers

   
139.   Vacancy

   
140.   Office ceases

   
141.   Management

   
142.   Quorum

   
143.   By-laws

   
144.   Guaranteed deposit insurance

   
145.   Prohibition

   
146.   Deposit guarantee fund

   
147.   Determination of levy

   
148.   Manner of collection

   
149.   Loans to guarantee corporation

   
150.   Records

   
151.   Fiscal year

   
152.   Audit

   
153.   Application

   
154.   Payment of levy

   
155.   Report to minister

              PART XI
REMEDIES, OFFENCES AND PENALTIES

   
156.   Definitions

   
157.   Derivative action

   
158.   Powers of court

   
159.   Application to court

   
160.   Application

   
161.   Rectification of register

   
162.   Compliance application

   
163.   Application for direction

   
164.   Appeal

   
165.   Review and examination

   
166.   Examination powers

   
167.   Voluntary compliance

   
168.   Compliance order

   
169.   Offence

   
170.   General offence

   
171.   Compliance order following offence

   
172.   Maintenance of action

              PART XII
COMPLIANCE AND SUPERVISION

   
173.   Supervision of credit union

   
174.   Supervisor

   
175.   Length of supervision

   
176.   Powers of supervisor

   
177.   Report

   
178.   Accounting

              PART XIII
GENERAL

   
179.   Notice

   
180.   Service of notice

   
181.   Waiver of notice or delivery

   
182.   Certificates

   
183.   Signatures

   
184.   Copies

   
185.   Verification

   
186.   Statement of intent

   
187.   Alter notice or document

   
188.   Corrected certificate

   
189.   Examination of documents

   
190.   Records

   
191.   Superintendent

   
192.   Register of credit unions

   
193.   Regulations

   
194.   Fees and forms

              PART XIV
TRANSITIONAL, REPEAL AND CONSEQUENTIAL AMENDMENTS

   
195.   Transitional

   
196.   Amending instruments

   
197.   SNL1995 cC-37.1
CNLR 800/96 and
NLR 54/99 Rep.

   
198.   Commencement


Be it enacted by the Lieutenant-Governor and House of Assembly in Legislative Session convened, as follows:

Short title

        1. This Act may be cited as the Credit Union Act, 2009 .

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Definitions

        2. In this Act

             (a)  "articles" means

                      (i)  the original or restated articles of incorporation, amendment, amalgamation, continuance, reorganization and dissolution of a credit union, and

                     (ii)  a statute or other constating instrument evidencing the corporate existence of a credit union continued as a credit union under this Act;

             (b)  "associate member" means a person other than a member who has rights as set out in the by-laws and the regulations but that person shall not have a vote at a meeting of a credit union or become a director of a credit union;

             (c)  "bond of association" means a characteristic common to all members of a credit union;

             (d)  "court" means the Trial Division of the Supreme Court of Newfoundland and Labrador ;

             (e)  "credit union" means a corporation incorporated or continued as a credit union under this Act and includes a caisse populaire;

             (f)  "deposit" means money placed in an account in a credit union or a financial central;

             (g)  "director" in relation to a credit union means a person occupying in the credit union, the position of director by whatever name that person is called and "directors" and "board of directors" includes a single director;

             (h)  "equity" means in relation to a credit union,

                      (i)  the value of the consideration paid for membership shares and other shares issued by the credit union that are not redeemable within one year or another period as approved by the superintendent,

                     (ii)  the book value of surplus shares issued by the credit union,

                    (iii)  the retained earnings of the credit union, and

                    (iv)  other capital items approved by the superintendent,

unless the credit union has an accumulated deficit, in which case it means the amounts determined under subparagraphs (i), (ii) and (iv) minus the accumulated deficit;

              (i)  "guarantee corporation" means the Credit Union Deposit Guarantee Corporation continued under section 133 ;

              (j)  "member" means a person who is a shareholder of a credit union and who, in accordance with the credit union’s by-laws, qualifies for membership in that credit union;

             (k)  "minister" means the minister appointed under the Executive Council Act to administer this Act;

              (l)  "ordinary resolution" means a resolution passed by a majority of the votes cast by the members who voted in respect of that resolution;

           (m)  "patronage refund" means an amount that under this Act is allocated among and credited or paid by a credit union to its members, based on the business done by each of them with the credit union;

             (n)  "security" means a share or a debt obligation or a certificate evidencing a share or a debt obligation;

             (o)  "security interest" means an interest in or charge upon property of a credit union or the guarantee corporation taken by a creditor to secure payment of a debt or performance of an obligation of a credit union or the guarantee corporation and includes a certificate evidencing a share or debt obligation;

             (p)  "sound business and financial practices" means a set of stated business principles as set out by the guarantee corporation against which the credit unions' boards of directors and the credit unions' management personnel can measure their performance;

             (q)  "special resolution" means a resolution passed by a majority of not less than 2/3 of the votes cast by the persons who voted in respect of that resolution or signed by all the persons entitled to vote on that resolution;

              (r)  "subsidiary" means a corporation in which a credit union has a majority of the voting shares;

             (s)  "superintendent" means the Superintendent of Credit Unions appointed under section 191 ; and

              (t)  "supervisor" means the guarantee corporation or a person appointed by the guarantee corporation under section 174 to supervise a credit union.

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Part prevails

        3. Where a provision of Part X is inconsistent with another provision of this Act, the provision of that Part prevails.

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Prohibition

        4. A person not incorporated as a credit union under this Act or under or continued under the Credit Union Act in force immediately before the commencement of this Act, shall not carry on the business of a credit union in the province.

2009 cC-37.2 s4

PART I
INCORPORATION OF CREDIT UNIONS

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Incorporation

        5. (1) Twenty or more persons who are 19 years of age or older and are bondable may incorporate as a credit union.

             (2)  The incorporators shall apply for incorporation as a credit union by sending to the superintendent

             (a)  the proposed articles of incorporation in a form acceptable to the superintendent;

             (b)  the proposed by-laws that are required by the Act and the Regulations; and

             (c)  other information that the superintendent may require.

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Articles

        6. (1) Articles of incorporation of a credit union shall set out,

             (a)  the name of the credit union;

             (b)  the place in the province where the registered office is to be situated;

             (c)  the name, residence address and principal occupation of each first director;

             (d)  a statement of the proposed bond of association of the credit union;

             (e)  the classes and maximum number of shares that the credit union is authorized to issue other than membership shares, and where there will be 2 or more classes of shares the rights, privileges, restrictions and conditions attaching to each class of shares;

             (f)  where the right to transfer shares of the credit union is to be restricted, a statement that the right to transfer shares is restricted and the nature of the restrictions; and

             (g)  restrictions on the business that the credit union may carry on,

and shall provide for other matters which under this Act are required to be dealt with in the articles.

             (2)  The articles may set out provisions permitted by this Act to be set out in the by-laws of the credit union.

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By-laws

        7. (1) A credit union shall establish by-laws which provide for those matters required by the regulations and the by-laws shall be approved by ordinary resolution of the members in attendance at a duly convened meeting of the credit union.

             (2)  The by-laws of a credit union may provide for matters in addition to those matters required by the regulations if the by-laws are not inconsistent with this Act.

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Application for incorporation

        8. (1) The guarantee corporation may approve an application for incorporation as a credit union

             (a)  where the guarantee corporation is satisfied that

                      (i)  the proposed articles of incorporation and by-laws are in compliance with this Act,

                     (ii)  the applicants are qualified to establish and the proposed directors are qualified to establish and operate the proposed credit union, and

                    (iii)  sections 6 and 7 have been complied with; and

             (b)  unless the guarantee corporation considers the application is contrary to the public interest.

             (2)  The superintendent shall if the guarantee corporation approves the application under subsection (1), file the articles of incorporation and by-laws submitted under subsection 5 (2) and shall issue a certificate of incorporation in accordance with section 182 .

             (3)  The superintendent shall give notice of the issuing of a certificate of incorporation in the Gazette .

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Certificate of incorporation

        9. (1) A credit union comes into existence on the date shown in the certificate of incorporation.

             (2)  A certificate of incorporation shall be considered to be proof

             (a)  that the provisions of this Act in relation to incorporation of a credit union and all requirements precedent and incidental to incorporation have been complied with; and

             (b)  that the credit union has been incorporated under this Act on the date shown in the certificate of incorporation.

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Business commencement requirements

      10. (1) A credit union incorporated under this Part shall not commence business in the province until the guarantee corporation has given approval for that commencement.

             (2)  The guarantee corporation shall not approve the commencement of business of a credit union unless that credit union has complied with the requirements that are prescribed by regulation for the commencement of business.

             (3)  Subsection (1) shall not prohibit business activities that are necessary to enable the credit union to meet the requirements of subsection (2).

             (4)  All deposits and share subscriptions taken in support of an application for incorporation of a credit union or before a credit union is approved to commence business shall be held in trust in the manner required by the guarantee corporation.

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Name

      11. (1) A credit union shall include the words "credit union" or the words "caisse populaire" in its name and the word "Limited" or "Limitee" or the abbreviation "Ltd." or "Ltee" as the last word of that credit union's name.

             (2)  A credit union shall clearly identify itself and set out its name in legible characters in all contracts, invoices, negotiable instruments, seals, orders, advertising and other representations to the public.

             (3)  A credit union may carry on business by a name other than its full name, provided that the words "credit union" or "caisse populaire" are included in that name.

             (4)  A person or association of persons shall not

             (a)  use the words "credit union" or "caisse populaire" or a derivative or abbreviation of those words as part of its name; or

             (b)  conduct business in the province in a manner that might lead to the belief that that person or association of persons is carrying on business as a credit union,

unless that person or association of persons is incorporated under this Act or incorporated or continued under the Credit Union Act in force immediately before the commencement of this Act.

             (5)  Subsection (4) does not apply to the guarantee corporation.

             (6)  Notwithstanding subsection (1), a credit union continued under the Credit Union Act in force immediately before the commencement of this Act and operating under the title or name of "Co-operative Credit Society" may be continued under this Act in that name.

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Prohibited names

      12. (1) A credit union shall not carry on business under a name

             (a)  that is identical to the name of an existing or a dissolved credit union except as may be prescribed by regulation;

             (b)  that, in the opinion of the superintendent, suggests or implies a connection with the Crown, the Government of Canada, the government of a province or territory of Canada or a department, branch, bureau, service, agency or activity of that government, without the consent in writing of the appropriate authority;

             (c)  that includes the word "loan", "trust", "mutual", "insurance" or "securities"; or

             (d)  which in the opinion of the superintendent is contrary to public policy.

             (2)  A credit union shall not carry on business under a name that is similar to the name of another business, association or corporation if the use of that name by the credit union would, in the opinion of the superintendent, be likely to confuse or mislead, unless the business, association or corporation consents in writing to its name being given in whole or in part to the credit union and, if required by the superintendent, the business, association or corporation undertakes to dissolve or to change its name within 6 months after the incorporation of the credit union.

             (3)  Where a credit union is granted a name subject to an undertaking given under subsection (2) and the undertaking is not carried out within the specified time, the superintendent may direct the credit union to which the name is granted to change its name to a name that complies with this Act.

             (4)  Where a credit union

             (a)  comes into existence or is continued with a name; or

             (b)  upon an application to change its name, is granted a name,

that violates this section, the superintendent may direct the credit union to change its name.

             (5)  Where a credit union is directed under subsections (3) or (4) to change its name and fails within 60 days after the service of that directive to change its name to a name that complies with this Act, the superintendent may revoke the name of the credit union and assign to it a name or number and, until changed in accordance with section 109, the name or number of the credit union is the name or number assigned.

             (6)  Where a credit union has had its name revoked and a name or number assigned to it under subsection (5), the superintendent shall issue a certificate of amendment showing the new name of the credit union and shall give notice of the change of name in the Gazette .

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Pre-incorporation contract

      13. (1) Except as provided in this section, a person who enters into a contract in the name of or purportedly on behalf of a credit union before it comes into existence is personally bound by the contract and is entitled to the benefits of it.

             (2)  A credit union may, within a reasonable time after it comes into existence, by an action or conduct signifying its intention to be bound by it, adopt an oral or written contract made before it came into existence in its name or on its behalf, and on that adoption

             (a)  the credit union is bound by the contract and is entitled to the benefits of it as if the credit union had been in existence at the date of the contract and had been a party to it; and

             (b)  a person who purported to act in the name of or on behalf of the credit union ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract.

             (3)  Except as provided in subsection (4), whether or not an oral or written contract made before the coming into existence of a credit union is adopted by the credit union, a party to the contract may apply, within a reasonable time after the date of incorporation of the credit union, to the court for an order fixing obligations under the contract as joint or joint and individual or apportioning liability between or among the credit union and a person who purported to act in the name of or on behalf of the credit union and a judge of the court may make an order that he or she considers appropriate.

             (4)  Where expressly provided in the oral or written contract, a person who purported to act in the name of or on behalf of the credit union before it came into existence is not bound by the contract or entitled to the benefits of it.

2009 cC-37.2 s13

PART II
CAPACITY AND POWERS

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Capacity

      14. A credit union has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

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Jurisdiction outside province

      15. (1) A credit union may, with the approval of the guarantee corporation, carry on its business, conduct its affairs and exercise its powers in a jurisdiction outside the province to the extent that the laws of that jurisdiction permit.

             (2)  A credit union may enter into joint services with other credit unions to provide services to its members who reside in the province and to its members that move and reside outside the province.

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Business of credit unions

      16. (1) A credit union may carry on the business of a credit union as permitted by the Act and, unless otherwise restricted may,

             (a)  receive deposits from and operate chequing services for its members;

             (b)  make loans to its members;

             (c)  sell life insurance products through its branches either through an affiliate, by contractual arrangement or in the capacity of a licensed agent or broker as defined in the Insurance Adjusters, Agents and Brokers Act , including but not limited to

                      (i)  life insurance,

                     (ii)  disability insurance,

                    (iii)  annuities,

                    (iv)  segregated funds,

                     (v)  critical illness insurance, and

                    (vi)  long term care insurance; and

             (d)  provide other financial services including wealth management, mutual funds, financial planning and taxation services.

             (2)  A credit union shall not carry on a business other than that pertaining to the business of credit unions and a credit union shall not

             (a)  engage in the trading of real estate;

             (b)  except as authorized under another Act of the province, execute the office of executor, administrator, guardian of a minor's estate or of a mentally disabled person or provide services of a fiduciary nature commonly provided by a trust company;

             (c)  issue securities on behalf of another person or otherwise carry on the business of a securities dealer;

             (d)  carry on the business of an insurance company; and

             (e)  carry on the business of a property and casualty agent, broker or adjustment company.

             (3)  Notwithstanding subsections (1) and (2), a credit union may, in the manner prescribed by regulation, enter into an arrangement for services.

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Coercive tied selling

      17. (1) A credit union shall not engage in coercive tied selling that imposes undue pressure on, or coerces a person to obtain a product or service from a particular person, including the credit union and its affiliates, as a condition for obtaining another product or service from the credit union.

             (2)  Nothing in subsection (1) precludes a credit union

             (a)  from requiring insurance to be placed by a member for the security of a credit union; or

             (b)  from entering into those group plans of insurance as may be prescribed by regulation with an insurance agency or company for the security of a credit union or for the benefit of its members.

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Subsidiaries and trade

      18. (1) A credit union may establish a subsidiary corporation as prescribed by regulation.

             (2)  Except as provided under this Act, a credit union shall not, directly or indirectly, through a subsidiary or otherwise, deal in goods, wares and merchandise or engage in a trade or other business.

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Restrictions

      19. (1) A credit union shall not carry on a business or exercise a power if it is restricted by its articles, by-laws or this Act or the regulations from carrying on that business or exercising that power and shall not exercise its powers in a manner contrary to its articles, by-laws or this Act.

             (2)  An act of a credit union against good faith third party purchasers, including a transfer of property to or by a credit union, is not invalid by reason only that the act or transfer is contrary to its articles, by-laws or this Act.

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No contravention notice

      20. A person is not affected by and shall not be considered to have notice or knowledge of the contents of a document concerning a credit union by reason only that the document has been filed with the superintendent or is available for inspection at an office of the credit union.

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Reliance

      21. A credit union or a guarantor of an obligation of the credit union may not assert against a person dealing with the credit union or with a person who has acquired rights from the credit union that

             (a)  this Act, the regulations, articles or by-laws of the credit union have not been complied with;

             (b)  the persons named as directors in the most recent notice sent to the superintendent under this Act are not the directors of the credit union;

             (c)  the place named in the most recent notice sent to the superintendent under this Act is not the registered office of the credit union;

             (d)  a person held out by the credit union as a director, officer or agent of the credit union has not been appointed or does not have authority to exercise the powers or perform the duties that are customary in the business of the credit union or usual for that director, officer or agent;

             (e)  a document issued by a director, officer or agent of the credit union with actual or usual authority to issue the document is not valid or genuine; and

             (f)  financial assistance to members or directors or a sale, lease or exchange of all or substantially all of the property of the credit union was not authorized,

except where the person has or, by virtue of that person's position with or relationship to the credit union ought to have, knowledge of that fact.

2009 cC-37.2 s21

PART III
REGISTERED OFFICE AND RECORDS

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Registered office

      22. (1) A credit union shall at all times have a registered office in the place within the province specified in its articles.

             (2)  A notice of registered office shall be sent to the superintendent together with the articles that designate the place of the registered office of the credit union.

             (3)  The directors of a credit union may change the address of the registered office within the place specified in the articles.

             (4)  A credit union shall file a notice of a change of registered office with the superintendent within 15 days after a change of address of its registered office.

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Branch office

      23. A credit union may establish or relocate a branch office of the credit union as prescribed by regulation.

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Records

      24. A credit union shall prepare and maintain, at its registered office or at another place in the province designated by the directors, records containing

             (a)  copies of the articles and the by-laws and all amendments to them;

             (b)  the executed minutes of membership meetings and resolutions of members;

             (c)  a register of directors, officers and committee members setting out the names, residence addresses and principal occupations of all persons who are or have been directors, officers or committee members of the credit union with the dates on which each became or ceased to be a director, officer or committee member;

             (d)  a members' register setting out the names and the latest known addresses of its members and the number and issue price of the membership shares held by each member; and

             (e)  the accounting records and the executive minutes of meetings and resolutions of the directors and a committee appointed by the directors.

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Examination of records

      25. (1) The members of a credit union, their agents and legal representatives may examine the records referred to in paragraphs 24 (a), (b) and (c) during the normal business hours of the credit union and may take extracts from them without charge.

             (2)  The members of the credit union, their agents and legal representatives may examine the members' register referred to in paragraph 24 (d) during the normal business hours of the credit union and may, on payment of a reasonable fee, receive from the credit union a copy of the members' register.

             (3)  A request made under subsection (1) shall have attached an affidavit of the applicant that

             (a)  states the name and address of the applicant;

             (b)  is made by a director or officer of the corporation if the applicant is a corporation; and

             (c)  states that the register shall not be used by a person except for the purpose relating to the affairs of the credit union.

             (4)  A person who uses a register for a purpose not related to the affairs of the credit union commits an offence.

             (5)  A credit union shall make the members' register available at a meeting of members for examination by the members.

             (6)  The directors of a credit union or the authorized representative of the board of directors may examine the records of the credit union at all reasonable times without charge.

             (7)  The guarantee corporation or a person authorized by the guarantee corporation may examine the records of a credit union at all reasonable times without charge.

2009 cC-37.2 s25

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Form of records

      26. (1) All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by a system of mechanical or electronic data processing or other information storage device that is capable of reproducing the required information in intelligible written form within a reasonable time.

             (2)  A credit union and its agents shall take reasonable precautions to

             (a)  prevent loss or destruction of;

             (b)  prevent falsification of entries in; and

             (c)  facilitate detection and correction of inaccuracies in,

the registers and other records required by this Act to be prepared and maintained.

2009 cC-37.2 s26

PART IV
CAPITALIZATION AND OPERATING STANDARDS

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Member shares

      27. (1) Member equity shares of a credit union shall have an issue price fixed by the articles and that price shall not be less than $5 a share.

             (2)  A member of a credit union shall purchase and hold not fewer than the number of fully paid member equity shares that is prescribed by regulation.

             (3)  Notwithstanding subsection (2), the by-laws of a credit union may permit or require that members hold more than the number of member equity shares that are prescribed by regulation.

2009 cC-37.2 s27

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Shares other than members' equity shares

      28. (1) In addition to member equity shares, the articles of a credit union may provide for the issuing of surplus shares and other shares with the approval of the superintendent.

             (2)  Where the articles provide for the issuing of classes of shares in addition to member equity shares, there shall be set out in the articles

             (a)  the maximum number of shares in each class other than surplus shares that the credit union is entitled to issue;

             (b)  the total consideration to be paid for each class of shares other than surplus shares; and

             (c)  the rights, privileges, restrictions and conditions, including dividends, attaching to the shares of each class.

             (3)  The superintendent shall not approve the issuing of a class of shares other than member equity shares or surplus shares if, in the opinion of the superintendent, issuing those shares would

             (a)  not be consistent with the purpose of a credit union generally;

             (b)  not be in the financial interest of the credit union; or

             (c)  increase the risk that the credit union would make a claim against the guarantee corporation.

             (4)  Member equity shares shall rank behind all other classes of shares issued by the credit union and holders of member equity shares shall not, upon the winding-up or liquidation of a credit union, be entitled to reconsider, in whole or in part, their member equity shares until the amounts outstanding on all other classes of shares have been paid in full.

2009 cC-37.2 s28

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Dividend or patronage refund

      29. A credit union that has met the capital requirement prescribed in the regulations may, with the approval of the members of the credit union, issue a dividend or patronage refund as long as the dividend or patronage refund does not reduce capital below that prescribed in the regulations.

2009 cC-37.2 s29

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Purchase of surplus shares

      30. A credit union may in its by-laws provide that the whole of a patronage refund or dividend on shares to be paid or credited to a member, or a part of the patronage refund or dividends on shares that may be specified in the by-laws of the credit union, may be applied to purchase on behalf of the member, surplus shares of the credit union, up to the number that may be specified in the by-laws.

2009 cC-37.2 s30

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Exception

      31. (1) Nothing in section 29 affects the payment of a dividend on shares other than member equity or surplus shares if the dividend is required to be paid in accordance with the terms of a share certificate.

             (2)  A payment authorized under subsection (1) shall be disclosed in the notes of the financial statements of the credit union.

2009 cC-37.2 s31

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Liability limited

      32. A member is not responsible for an act, default or liability of the credit union or for an engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the credit union.

2009 cC-37.2 s32

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Remedy

      33. This Act shall not curtail, abridge or defeat a remedy for the recovery

             (a)  from the borrower of money loaned by a credit union in violation of this Act; and

             (b)  from the member of a credit union of an amount withdrawn in excess of the amount contained in a member's deposit account.

2009 cC-37.2 s33

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Unclaimed balances

      34. Where a deposit account contains less than an amount prescribed by regulation and business has not been transacted in connection with the account over a period prescribed by regulation, the credit union may deal with the account in accordance with the regulations.

2009 cC-37.2 s34

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Member right to withdraw deposits

      35. (1) A member may withdraw an amount contained in his or her deposit account together with accrued interest

             (a)  during the normal business hours of the credit union at the credit union; or

             (b)  through electronic withdrawal that may be provided by the credit union.

             (2)  Notwithstanding subsection (1), a credit union may require in writing, not more than 90 days' notice in writing of a member's intention to withdraw an amount contained in the member's deposit account.

             (3)  Subsections (1) and (2) do not apply in relation to deposits placed with a credit union for a stated term or an amount contained in a deposit account on which a bill of exchange payable on demand may be drawn.

2009 cC-37.2 s35

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Trust funds

      36. (1) Except where the credit union is the trustee, a credit union is not bound to see to the execution of a trust, whether express, implied or constructive, to which a share or deposit is subject, and where an account is subject to a trust of which the credit union has notice, the cheque, bill of exchange, withdrawal slip, or receipt of the person

             (a)  in whose name the account stands; or

             (b)  who is, according to the document creating the trust, entitled to deal with the trust,

is, notwithstanding this kind of trust, sufficient authorization to and a valid and binding discharge of the credit union and the credit union is not bound to see to the application of money paid in relation to that cheque, bill of exchange, withdrawal slip or receipt.

             (2)  Unless the instrument of trust permits, an amount contained in a deposit account held by a trustee in trust for a named beneficiary or otherwise may not be charged to secure a loan or obligation.

2009 cC-37.2 s36

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Partial payment on death

      37. Where a member of a credit union dies and there is no executor of a will of the deceased member or administrator of the estate of the deceased member, the credit union may on the receipt of an affidavit or other proof of death and proof of claim that may be required by the credit union, pay an amount prescribed by regulation out of a deposit account of the deceased member to the person who appears to be entitled to the amount of the deceased member's interest and payment made under this section releases the credit union from further liability in relation to the money paid.

2009 cC-37.2 s37

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Loans

      38. Subject to those terms, conditions, restrictions or limitations that may be established by the guarantee corporation, a credit union shall establish, in accordance with the regulations, loan policies in relation to the lending activities of the credit union.

2009 cC-37.2 s38

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Lien

      39. (1) Notwithstanding another provision of this Act, a credit union has a lien on the deposits and shares of a member or other person to whose credit the deposits and shares stand in the records of the credit union, and interest on them, for indebtedness due or accruing due to it by the member or other person or for an obligation in relation to the indebtedness and the deposits and shares may not be withdrawn or redeemed unless the credit union consents.

             (2)  A credit union may apply the deposits and shares on which it has a lien, and interest on them, to an obligation in relation to the indebtedness which is in default without notice to any person.

             (3)  For the purposes of subsection (2), an indebtedness shall be considered to be in default where

             (a)  an amount of the principal or interest is not paid on the date on which it becomes due and payable; or

             (b)  there has been a failure to observe or perform an obligation with respect to the indebtedness.

2009 cC-37.2 s39

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Liquid assets

      40. (1) A credit union shall maintain liquidity in accordance with the regulations.

             (2)  A credit union may make investments for the purpose of meeting the requirements in relation to liquidity only in accordance with the regulations.

2009 cC-37.2 s40

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Investments

      41. A credit union may make investments in addition to those referred to in subsection 40(2) only in accordance with the regulations.

2009 cC-37.2 s41

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Doubtful loans

      42. A credit union shall maintain an allowance for doubtful loans in accordance with the regulations.

2009 cC-37.2 s42

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Equity

      43. A credit union shall maintain equity in accordance with the regulations.

2009 cC-37.2 s43

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Borrowing

      44. A credit union shall not borrow money in excess of the amount prescribed by regulation.

2009 cC-37.2 s44

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Matching

      45. A credit union shall match the term and return of its investments and loans with the term and return of its members' deposits in the credit union in accordance with the regulations.

2009 cC-37.2 s45

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Insurance required

      46. A credit union shall maintain those types and minimum levels of insurance that may be required by the guarantee corporation or as may be prescribed by regulation.

2009 cC-37.2 s46

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Sound business and financial practices

      47. A credit union shall comply with sound business and financial practices that are set out by the guarantee corporation.

2009 cC-37.2 s47

PART V
MEMBERSHIP

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Membership

      48. (1) The membership of a credit union consists of those members defined in accordance with this Act and the articles and by-laws of the credit union.

             (2)  Subject to the by-laws of the credit union and laws of general application, the directors of a credit union may refuse to accept an application for membership if they are satisfied that it is not in the interest of the credit union to accept the application.

             (3)  A person under 19 years of age may be accepted as a member of a credit union and shares may be held and money may be received by the credit union in that person's name or in the name of a trustee for that person if the trustee is a member or is eligible to be a member of the credit union.

             (4)  A credit union may, where provided in its articles and by-laws and in accordance with the regulations, provide associate membership in that credit union.

             (5)  A credit union shall not be a member or an associate member of another credit union.

2009 cC-37.2 s48

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Bond of association

      49. (1) The articles of a credit union may provide that membership in the credit union shall be limited to groups having a bond of association.

             (2)  Notwithstanding subsection (1), a member of the credit union who leaves a group having a bond of association may retain membership in the credit union and all the rights and privileges of a member where the by-laws of the credit union so provide.

2009 cC-37.2 s49

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Membership termination

      50. Membership in a credit union may be terminated, withdrawn or refused in accordance with the by-laws of the credit union.

2009 cC-37.2 s50

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Remedy preserved

      51. The termination of or withdrawal from membership in a credit union does not release a person from a liability to the credit union.

2009 cC-37.2 s51

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By-laws

      52. (1) Subject to the articles of a credit union, the members of a credit union may at an annual general meeting or special meeting called for that purpose by special resolution of the members enact, amend or repeal by-laws in relation to those matters authorized or required by this Act to be dealt with in the by-laws of the credit union.

             (2)  Notwithstanding subsection (1), a by-law and an amendment or a repeal of a by-law is not effective until it is approved by the superintendent.

             (3)  A proposed by-law or amendment or repeal of a by-law may be sent to the superintendent for approval before its adoption by the members of the credit union.

             (4)  Where a by-law, amendment or repeal of a by-law is approved by the superintendent before its adoption by the members of a credit union,

             (a)  the by-law, amendment or repeal of the by-law shall be adopted by the members of the credit union within 30 days after receipt of the approval of the superintendent; and

             (b)  a certified copy of the adopted by-law or the amendment or repeal of the by-law shall be filed with the superintendent within 30 days after its adoption by the members of the credit union or a later time that may be authorized by the superintendent.

             (5)  Where a credit union fails to comply with subsection (4), the by-law, amendment or repeal is void.

2009 cC-37.2 s52

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Members bound

      53. The articles and by-laws of a credit union bind the credit union and its members.

2009 cC-37.2 s53

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Place of meetings

      54. Meetings of the members of a credit union shall be held at the place within the province provided in the by-laws or, in the absence of a provision, at the place within the province that the directors determine.

2009 cC-37.2 s54

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Calling meetings

      55. The directors of a credit union

             (a)  shall call an annual meeting of members to be held within 4 months, or another time that is approved by the superintendent, after the end of the fiscal year of the credit union

                      (i)  to consider the annual report of the directors, the financial statements of the credit union and the auditor's report,

                     (ii)  to appoint the auditor,

                    (iii)  to elect directors, and

                    (iv)  to deal with other matters that may properly come before the meeting; and

             (b)  may call a special meeting of members.

2009 cC-37.2 s55

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Record date

      56. The record date for determining the members entitled to receive notice of a meeting of members and entitled to vote at that meeting shall be at the close of business 30 days preceding the day on which the notice is given.

2009 cC-37.2 s56

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Notice of meetings

      57. (1) Notice of the time and place of a meeting of members shall be given not less than 14 days and not more than 30 days before the meeting to each member entitled to vote at the meeting.

             (2)  Where a meeting of members is adjourned by one or more adjournments for more than 7 days, notice of the adjourned meeting shall be given as for an original meeting.

             (3)  All business transacted

             (a)  at a special meeting of members; or

             (b)  at an annual meeting of members, except consideration of the annual report of the directors, the financial statements of the credit union, the auditor's report, election of directors, appointment of the auditor and other business authorized by the by-laws to be transacted at an annual meeting,

shall be considered to be special business.

             (4)  Notice of a special meeting of members shall state

             (a)  the nature of that business in sufficient detail to permit the member receiving the notice to form a reasoned judgment on it; and

             (b)  the text of a special resolution to be submitted to the meeting or, if the full text is too lengthy for convenient inclusion in the notice, a summary of the text.

2009 cC-37.2 s57

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Waiver of notice

      58. (1) A member or another person entitled to attend a meeting of members may waive notice of the meeting, and attendance of the member or other person at the meeting is a waiver of notice of the meeting, except where that person attends for the express purpose of objecting to the transaction of business on the ground that the meeting was not lawfully called.

             (2)  An objection made under subsection (1) shall be made at the commencement of the meeting.

2009 cC-37.2 s58

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Member notice

      59. (1) A member entitled to vote at a meeting of members may

             (a)  submit to the credit union notice of a matter that the member proposes to raise at the meeting, afterwards referred to as a "proposal"; and

             (b)  discuss at the meeting a matter in respect of which the member would have been entitled to submit a proposal.

             (2)  A credit union shall set out a proposal in the notice of the meeting at which the proposal is to be presented.

             (3)  Where requested by a member submitting a proposal, the credit union shall include in the notice of meeting or attach to it a statement by the member of not more than 200 words in support of the proposal, and the name and address of the member.

             (4)  A proposal may include nominations for the election of directors if the election of those nominated as directors would conform with the provisions of this Act, the articles and the by-laws of the credit union.

             (5)  A credit union is not required to comply with subsections (2) and (3) where

             (a)  the proposal is not submitted to the credit union at least 30 days before the anniversary date of the previous annual meeting of members;

             (b)  the directors of the credit union reasonably believe that the proposal is submitted by the member primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the credit union or its directors, officers or members or for a purpose that is not related in a significant way to the business or affairs of the credit union;

             (c)  the credit union, at the member's request, included a proposal in a notice of meeting of members held within 2 years preceding the receipt of that request and the member failed to present the proposal at that meeting;

             (d)  substantially the same proposal was submitted to the members in a notice of a meeting of members held within 2 years preceding the receipt of the member's request, and the proposal was defeated; or

             (e)  the directors of the credit union reasonably believe that the rights conferred by this section are being abused to secure publicity.

             (6)  A credit union or person acting on its behalf shall not incur liability by reason only of circulating a proposal or statement in compliance with this section.

             (7)  Where a credit union refuses to include a proposal in a notice of meeting, the credit union shall, within 10 days after receiving the proposal, notify the member submitting the proposal of its intention to omit the proposal from the notice of meeting and send to the member a statement of the reasons for the refusal.

             (8)  On the application of a member claiming to be aggrieved by a refusal under subsection (7), the court may restrain the holding of the meeting to which the proposal is sought to be presented and make another or further order it thinks appropriate.

             (9)  The credit union or a person claiming to be aggrieved by a proposal may apply to the court for an order permitting the credit union to omit the proposal from the notice of meeting, and the court, where it is satisfied that subsection (5) applies, may make an order that it thinks appropriate.

          (10)  An applicant under subsection (8) or (9) shall give the superintendent notice of the application and the superintendent is entitled to appear and be heard in person or by counsel.

2009 cC-37.2 s59

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Quorum

      60. (1) A quorum at a meeting of members shall be as set out in the by-laws of the credit union.

             (2)  Where a quorum is not present at the opening of, or during, a meeting of members, the members present shall adjourn the meeting to a fixed time and place.

2009 cC-37.2 s60

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Voting

      61. (1) A member of a credit union who is 19 years of age or over may vote at a meeting of members.

             (2)  A member of a credit union has only one vote on a question that may be voted on at a meeting of members.

2009 cC-37.2 s61

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Corporate representation

      62. (1) Where a corporation or association of persons is a member of a credit union, the credit union shall recognize a natural person authorized by a resolution of the directors or governing body of the corporation or association of persons to represent it at meetings of members of the credit union.

             (2)  Notwithstanding section 63 , a natural person authorized under subsection (1) may exercise, on behalf of the corporation or association that person represents, all the powers the corporation or association could exercise if it were a natural person.

2009 cC-37.2 s62

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Voting by proxy

      63. A member shall not vote by proxy at a meeting of members of a credit union.

2009 cC-37.2 s63

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Joint membership

      64. A credit union may in its by-laws provide that 2 or more persons may jointly hold a membership in a credit union but that membership is entitled to only one vote.

2009 cC-37.2 s64

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Executors and administrators

      65. An executor or administrator holding a membership in a credit union in the capacity of executor or administrator shall represent that membership at meetings of the credit union and may vote as a member.

2009 cC-37.2 s65

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Ballot

      66. A credit union may in its by-laws establish procedures to permit members to vote by mail ballot or by other means.

2009 cC-37.2 s66

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Requisition by members to call meeting

      67. (1) The directors shall call a special meeting of the members on receipt of a written request specifying the purpose of the meeting from the lesser of 10% of the members or 500 members of the total credit union membership having a right to vote at the meeting.

             (2)  The request referred to in subsection (1), may consist of several documents in the same form, each signed by one or more members and shall state the business to be transacted at the meeting and shall be sent to the registered office of the credit union.

             (3)  On receiving the request referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the request, unless the business of the meeting as stated in the request includes a matter described in paragraphs 59(5)(b) to (e).

             (4)  Where the directors do not, within 30 days after receiving the request referred to in subsection (1), call a meeting, a member who signed the request may call the meeting.

             (5)  A meeting called, held and conducted in accordance with this section is for all purposes a properly called, held and conducted meeting of members of the credit union.

             (6)  Unless the members otherwise resolve at a meeting called under subsection (4), the credit union shall reimburse the members for the expenses reasonably incurred by them in requesting, calling and holding the meeting.

             (7)  A member calling a meeting under subsection (4) shall give the superintendent notice of the application and the superintendent is entitled to appear and be heard in person or by counsel.

2009 cC-37.2 67

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Meeting called by superintendent

      68. (1) Where it is impractical to call a meeting of members of a credit union in the manner in which meetings of members may be called or to conduct the meeting in the manner required by this Act and the by-laws, or for another reason the superintendent thinks appropriate, the superintendent may order a meeting to be called, held and conducted in a manner that he or she directs.

             (2)  The superintendent may order that the quorum required by this Act or the by-laws be varied or dispensed with at a meeting called, held and conducted in accordance with this section.

             (3)  A meeting called, held and conducted in accordance with this section is for all purposes a properly called, held and conducted meeting of members of the credit union.

2009 cC-37.2 s68

PART VI
DIRECTORS AND OFFICERS

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Directors

      69. (1) A credit union shall in its by-laws establish a fixed number of directors, which number shall not be fewer than 5.

             (2)  The directors of a credit union shall

             (a)  exercise the powers of the credit union directly or indirectly through the employees and agents of the credit union; and

             (b)  direct the management of the business and affairs of the credit union.

2009 cC-37.2 s69

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Qualifications

      70. A person who is a citizen of Canada, 19 years of age or older, a member of the credit union and who satisfies the requirements set out in the by-laws of the credit union may be a director, unless he or she

             (a)  is an undischarged bankrupt person;

             (b)  is an employee of a credit union or the guarantee corporation;

             (c)  is not bondable;

             (d)  is an auditor, or a member of the auditor's firm, of that credit union;

             (e)  is a parent, child, grandchild, spouse, brother or sister or in-law of an employee of the credit union, not necessarily living in the same residence of that employee;

             (f)  is the solicitor of that credit union;

             (g)  is a representative of a bargaining agent for the employees of that credit union; or

             (h)  is a public employee whose official duties are concerned with the affairs of credit unions.

2009 cC-37.2 s70

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Terms of office

      71. (1) A director named in the articles holds office from the issue of the certificate of incorporation until the first meeting of members.

             (2)  The members of a credit union shall, by ordinary resolution at the first meeting of the members and at each succeeding annual meeting of the members at which an election of directors is required, elect directors to hold office for a term established in the by-laws and that term shall not exceed 3 years.

             (3)  Notwithstanding the provisions of subsection (2), the by-laws of a credit union may provide the manner in which members of a credit union elect directors for a district at a district meeting.

             (4)  It is not necessary that all directors elected at a meeting of members hold office for the same term.

             (5)  Notwithstanding anything contained in this section, if directors are not elected at a meeting of the members, the incumbent directors continue in office until their successors are elected.

2009 cC-37.2 s71

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Ceasing to hold office

      72. (1) A director of a credit union ceases to hold office when he or she

             (a)  dies or resigns;

             (b)  is removed from office in accordance with section 73 ; or

             (c)  is disqualified under section 70 .

             (2)  A resignation of a director becomes effective at the time a written resignation is received by the credit union, or at the time specified in the resignation, whichever is later.

2009 cC-37.2 s72

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Removal of directors

      73. (1) The members of a credit union may by ordinary resolution at a special meeting called under section 67 remove a director from office.

             (2)  A vacancy created by the removal of a director from office may be filled at the meeting of the members at which the director is removed or, if not so filled, may be filled under section 75 .

             (3)  Where a vacancy is not filled under subsection (2) the superintendent may appoint a director to fill that vacancy.

2009 cC-37.2 s73

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Reasons

      74. (1) A director who

             (a)  resigns;

             (b)  receives a notice or otherwise learns of a meeting of members called for the purpose of removing the director from office; or

             (c)  receives a notice or otherwise learns of a meeting of directors or members at which another person is to be appointed or elected to fill the office of director instead of that person whether because of that person's resignation or removal or because that person's term of office has expired or is about to expire,

is entitled to submit to the credit union a written statement giving the reasons for the resignation or for opposing an action or resolution proposed for the purposes described in paragraphs (b) and (c).

             (2)  Where a director resigns under paragraph (1)(a), he or she may request that the credit union send to members of the credit union and the superintendent, a copy of the statement referred to in subsection (1) and where a request is made, the credit union shall immediately comply with that request.

             (3)  Where a director receives a notice under paragraphs (1)(b) or (c), the credit union shall immediately send a copy of the statement referred to in subsection (1) to members of that credit union and to the superintendent.

             (4)  A credit union or person acting on its behalf shall not incur liability by reason only of circulating a statement in compliance with subsections (2) or (3).

2009 cC-37.2 s74

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Vacancy

      75. (1) A quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number of directors or from the members' failure to elect the required number of directors.

             (2)  Where the members fail to elect the required number of directors at a meeting, the directors elected at that meeting may exercise all the powers of the directors where the number of directors so elected constitutes a quorum.

             (3)  Where there is a failure to elect the required number of directors at a meeting of members, the directors then in office shall immediately call a meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by a member.

             (4)  Notwithstanding subsection (1), the articles or by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members.

             (5)  Where a vacancy among the directors is filled in accordance with subsection (1), the appointment shall be ratified at the next meeting of members.

2009 cC-37.2 s75

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Notice of change of directors

      76. (1) Within 30 days after a change of directors occurs, a credit union shall send to the superintendent a notice setting out the change and the superintendent shall file the notice.

             (2)  An interested person or the superintendent may apply to the court for an order requiring a credit union to comply with subsection (1), and on the application the court may so order and make any further order it thinks appropriate.

             (3)  A director named in the articles or in a notice sent by the credit union to the superintendent under subsection (1) is presumed for the purposes of this Act to be a director of the credit union.

2009 cC-37.2 s76

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Meetings

      77. (1) Unless the articles or by-laws otherwise provide, the directors of a credit union may meet at a place and on notice that the directors may determine.

             (2)  Unless the articles or by-laws otherwise provide, a majority of the required number of directors constitutes a quorum at a meeting of directors and, notwithstanding a vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

             (3)  Unless the by-laws otherwise provide, a notice of a meeting of directors need not specify a matter that is to be dealt with at the meeting except where that matter

             (a)  is a question or matter requiring the approval of the members;

             (b)  is respecting the filling of a vacancy among the directors;

             (c)  is respecting the issuing or redemption of shares of the credit union other than membership shares; or

             (d)  requires the approval of financial statements referred to in subsection 91 (1).

             (4)  A director may waive a notice of a meeting of directors and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting was not lawfully called, provided that the objection is made at the start of the meeting.

             (5)  Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

             (6)  Subject to the by-laws, a director may participate in a meeting of directors or a committee appointed by the directors under subsection 78(1) and section 79 by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and a director participating in the meeting by those means shall be considered for the purposes of this Act to be present at that meeting.

2009 cC-37.2 s77

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Appointing committees

      78. (1) The directors of a credit union may appoint committees and may delegate to those committees the powers of the directors.

             (2)  The members of a committee appointed by the directors shall be members of the credit union and the chairperson of the committee shall be a director of the credit union.

             (3)  A committee appointed by the directors shall keep minutes of its proceedings and shall submit to the directors at each meeting of directors the minutes of the committee's proceedings during the period since the last meeting of the directors.

             (4)  Notwithstanding subsection (1), a committee appointed by the directors shall not

             (a)  submit to the members a question or matter requiring approval of the members;

             (b)  fill a vacancy among the directors;

             (c)  issue or redeem shares, except in the manner and on the terms authorized by the directors;

             (d)  approve a financial statement referred to in subsection 91 (1); or

             (e)  approve or amend policies that are set by the board.

2009 cC-37.2 s78

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Establishing committees

      79. The directors of a credit union shall establish those committees which the minister may prescribe by regulation and those committees shall perform the duties and have the powers provided for in the regulations.

2009 cC-37.2 s79

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Validity of acts

      80. An act of a director or an officer is valid notwithstanding an irregularity in the election or appointment of, or a defect in the qualifications of, the director or officer.

2009 cC-37.2 s80

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Resolution

      81. (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee appointed by the directors

             (a)  satisfies all requirements of this Act relating to meetings of directors or committees appointed by the directors;

             (b)  is valid as if it had been passed at a meeting of directors or a committee appointed by the directors; and

             (c)  is effective from the date specified in the resolution, which shall not be before the date on which the first director signed the resolution.

             (2)  A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or of a committee appointed by the directors.

2009 cC-37.2 s81

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Liability

      82. (1) Directors of a credit union who vote for or consent to a resolution authorizing a payment that is contrary to section 29 or the payment of an indemnity that is contrary to section 88 are jointly and individually liable to restore to the credit union an amount so paid and not otherwise recovered by the credit union.

             (2)  Where a loan is made by a credit union to a member in violation of this Act, the person receiving the loan and all directors, officers and members of committees of the credit union who, with knowledge of the violation, made or approved the loan are jointly and individually liable to the credit union for the unpaid balance of the loan, with interest.

             (3)  A director, an officer or a member of a committee who satisfies a judgment made as a result of an application to the court and under this section is entitled to contribution from all other persons who by virtue of this Act are also liable.

             (4)  A director, an officer or a member of a committee who is liable under subsection (1) or (2) may apply to the court for an order compelling a member or other recipient to pay money or deliver property to the director, officer or member of a committee that was improperly paid or distributed to the member or other recipient.

             (5)  An action to enforce a liability imposed by subsection (1) or (2) shall be commenced within 2 years from the date of having received written notification of the complaint.

2009 cC-37.2 s82

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Duty to report

      83. A director of a credit union who becomes aware that the credit union is unable to make a lawful payment it is required to make shall, within 7 days after becoming aware of it, give written notice of the matter to the guarantee corporation.

2009 cC-37.2 s83

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Designation of officers

      84. (1) The directors may elect or appoint officers of the credit union, specify their duties and delegate to them powers to manage the business and affairs of the credit union, except powers to

             (a)  submit to the members a question or matter requiring the approval of the members;

             (b)  fill a vacancy among the directors;

             (c)  issue or redeem shares, except in the manner and on the terms authorized by the directors;

             (d)  approve financial statements referred to in subsection 91 (1); or

             (e)  approve or amend policies that are set by the board.

             (2)  A director may become an officer of the credit union and a member of a committee but an officer cannot be a member of the audit committee.

             (3)  Two or more offices of the credit union may be held by the same person.

             (4)  Subsections (1) to (3) are subject to the articles and by-laws of the credit union.

2009 cC-37.2 s84

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Remuneration and expenses

      85. The directors of a credit union may be paid remuneration and reimbursed for those reasonable expenses incurred in the performance of their duties, as set out in the by-laws of the credit union.

2009 cC-37.2 s85

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Duty of care

      86. (1) A director and officer of a credit union, in exercising the powers and discharging the duties of a director or an officer, shall

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

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

             (2)  A provision in a contract, the articles, the by-laws or a resolution shall not relieve a director or an officer from the duty to act in accordance with this Act.

             (3)  This section is in addition to and not a derogation from another enactment or rule of law relating to the duty or liability of directors or officers of a credit union.

2009 cC-37.2 s86

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Dissent

      87. (1) A director who is present at a meeting of directors shall be considered to have consented to a resolution passed or action taken at the meeting, unless the director

             (a)  requests that his or her dissent be recorded in the minutes of the meeting;

             (b)  sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

             (c)  sends a dissent by certified mail to the registered office of the credit union within one business day after the meeting is adjourned.

             (2)  A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

             (3)  A director who was not present at a meeting at which a resolution was passed or an action was taken shall be considered to have consented to a resolution passed or action taken, unless within 7 days after becoming aware of the resolution the director

             (a)  causes his or her dissent to be placed with the minutes of the meeting; or

             (b)  sends a dissent by certified mail to the registered office of the credit union.

             (4)  A director who relies in good faith on

             (a)  financial statements of the credit union represented by an officer or the auditor of the credit union to reflect fairly the financial position of the credit union; or

             (b)  the report of a lawyer, accountant, engineer, appraiser or another person whose profession lends credibility to a statement made by him or her

is not liable under section 82 .

2009 cC-37.2 s87

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Indemnification

      88. (1) Except in relation to an action

             (a)  by or on behalf of the credit union or corporation to procure a judgment in its favour; or

             (b)  by or on behalf of the superintendent or the guarantee corporation, in which cases the approval of the court shall first be obtained,

a credit union may indemnify a director or an officer of the credit union or a person who acts or acted at the credit union's request as a director or an officer of a corporation of which the credit union is or was a member, shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in relation to a civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or an officer of the credit union or corporation, if the director or officer

             (c)  acted honestly and in good faith with a view to the best interest of the credit union; and

             (d)  in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing the conduct was lawful.

             (2)  A person referred to in subsection (1) is entitled to indemnity from the credit union in relation to all costs, charges and expenses reasonably incurred in connection with the defence of civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been a director or an officer of a credit union or corporation if the person seeking indemnity

             (a)  was substantially successful on the merits in defence of the action or proceeding; and

             (b)  fulfils the conditions set out in paragraphs (1)(c) and (d).

             (3)  A credit union may purchase and maintain insurance for the benefit of a person referred to in subsection (1) against liability incurred by that person

             (a)  as a director or an officer of the credit union, except where the liability relates to the failure of that person to act honestly and in good faith with a view to the best interests of the credit union; and

             (b)  as a director or an officer of another corporation where he or she acts or acted in that capacity at the credit union's request except where the liability relates to the failure to act honestly and in good faith with a view to the best interests of the corporation.

             (4)  A credit union or a person referred to in subsection (1) may apply to the court for an order approving an indemnity under this section and the court may so order and make a further order it thinks appropriate.

             (5)  An applicant under subsection (4) shall give the guarantee corporation notice of the application and the guarantee corporation is entitled to appear, to be represented and be heard in person or by counsel.

             (6)  On an application under subsection (4), the court may order notice to be given to a person and that person is entitled to appear to be represented and be heard in person or by counsel.

2009 cC-37.2 s88

PART VII
RETURNS AND FINANCIAL DISCLOSURE

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Fiscal year

      89. The fiscal year of a credit union ends on December 31 of each year.

2009 cC-37.2 s89

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Annual returns

      90. (1) A credit union shall, within 4 months after the end of each fiscal year, or a later time that may be approved by the superintendent, complete and file a return with the guarantee corporation showing, as of the end of the preceding fiscal year,

             (a)  the name of the credit union;

             (b)  the address of the registered office of the credit union;

             (c)  the date when the latest annual meeting of the members of the credit union was held;

             (d)  the names, residence addresses and principal occupations of the directors of the credit union;

             (e)  the names and addresses of officers of the credit union and the most senior employee of the credit union; and

             (f)  other information in relation to the credit union that may be required by this Act or the guarantee corporation.

             (2)  The return shall be on a form provided by the superintendent and shall be signed and the contents of it shall be certified to be true by a director or an officer of the credit union.

             (3)  In addition to the return required under subsection (1), the superintendent may require a credit union to file, within a time that he or she specifies, an additional return containing other information that the superintendent may require.

             (4)  The minister may set a filing fee payable by a credit union to the guarantee corporation upon the filing of a return under this section, and the minister may set additional fees for late filing.

             (5)  A credit union shall provide to the guarantee corporation, periodic financial reports on or before the dates that are prescribed by regulations.

2009 cC-37.2 s90

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Annual financial statements

      91. (1) The directors of a credit union shall place before the members at every annual meeting

             (a)  financial statements in relation to the preceding fiscal year;

             (b)  the report of the auditor; and

             (c)  other information in relation to the financial position of the credit union and the results of its operations that may be required by this Act or the regulations, the articles or by-laws of the credit union.

             (2)  The financial statements required under subsection (1) shall, except as otherwise required by this Act or the guarantee corporation, be prepared in accordance with Canadian generally accepted accounting principles.

             (3)  At each annual meeting of members of a credit union the directors shall disclose

             (a)  the aggregate amount of remuneration paid to all directors;

             (b)  the aggregate amount paid to all directors as reimbursement for expenses incurred on credit union business;

             (c)  the details of loans made to directors or officers and to persons with whom directors or officers have a material interest, which do not conform to the credit union's ordinary lending practices for members who are not directors or officers; and

             (d)  other information that may be required to be disclosed by the regulations.

             (4)  A credit union shall, before each annual meeting of members, send a copy of the documents referred to in subsection (1) to the guarantee corporation.

             (5)  A credit union shall, upon request, provide to the guarantee corporation information which the guarantee corporation may reasonably require to enable it to discharge its responsibilities under this Act.

2009 cC-37.2 s91

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Conditions re: financial statements

      92. A credit union shall not issue, publish or circulate copies of financial statements referred to in subsection 91 (1) unless the financial statements are

             (a)  approved by the directors and the approval is evidenced by the signatures of 2 or more of the directors on the statements; and

             (b)  accompanied by the report of the auditor of the credit union.

2009 cC-37.2 s92

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Request for documents

      93. A credit union shall, on request of a member, provide to the member a copy of the approved financial statements and other documents referred to in subsection 91 (1).

2009 cC-37.2 s93

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Auditors

      94. (1) At the annual meeting of a credit union the members of that credit union shall appoint an auditor who is licensed as a public accountant under the Chartered Professional Accountants and Public Accountants Act .

             (2)  A person is not disqualified from being an auditor of a credit union by reason only of the person's membership in the credit union.

2009 cC-37.2 s94; 2014 cC-10.1 s59

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Auditor removal

      95. (1) The members of a credit union may at an annual meeting or a special meeting remove from office an auditor appointed by them.

             (2)  A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed.

             (3)  Notice of a meeting called for the purpose of removing an auditor from office shall be given to the guarantee corporation and the guarantee corporation is entitled to be represented and heard at that meeting.

2009 cC-37.2 s95

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Vacancy

      96. (1) The directors shall immediately fill a vacancy in the office of auditor.

             (2)  An auditor appointed by the directors to fill a vacancy under subsection (1) holds office until the next annual meeting.

2009 cC-37.2 s96

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Auditor appointed by guarantee corporation

      97. (1) If a credit union does not have an auditor, the guarantee corporation may appoint and fix the remuneration of an auditor and the auditor so appointed holds office until an auditor is appointed in accordance with section 96 .

             (2)  The guarantee corporation may appoint an auditor to do a new audit on a credit union if the guarantee corporation determines that it is necessary and the guarantee corporation may use that report as the audited financial statement of that credit union.

             (3)  The remuneration of an auditor appointed under subsections (1) and (2) shall be paid by the credit union.

2009 cC-37.2 s97

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Duty to attend meetings

      98. (1) The auditor of a credit union shall attend those meetings as requested by the board or the audit committee referred to in section 103, of the credit union.

             (2)  The auditor shall be given not less than 10 days notice of a meeting the auditor is required to attend under this section.

             (3)  The costs of an auditor attending meetings under this section shall be paid by the credit union.

             (4)  An auditor or former auditor of a credit union who fails without reasonable cause to comply with subsection (1) commits an offence.

2009 cC-37.2 s98

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Examinations by auditor

      99. (1) The auditor of a credit union shall make those examinations that he or she considers necessary to enable him or her to report on the financial statements referred to in subsection 91 (1) and on other financial statements required by this Act, or the articles or by-laws of the credit union to be placed before the members of a credit union.

             (2)  The auditor's examination referred to in subsection (1) shall, except as otherwise required by this Act, or the guarantee corporation, be conducted in accordance with Canadian generally accepted auditing standards.

2009 cC-37.2 s99

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Superintendent or guarantee corporation may enlarge scope

   100. (1) The superintendent or the guarantee corporation may enlarge or extend the scope of the audit or direct that another or a particular examination be made or procedure be established in a particular case where it is believed that the public interest or the interest of the members requires.

             (2)  The credit union shall pay the costs and expenses incurred in connection with a report or audit required under subsection (1).

2009 cC-37.2 s100

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Right to demand information

   101. (1) On the demand of the auditor of a credit union, the present or former directors, officers, committee members, employees or agents of the credit union shall furnish

             (a)  information and explanations; and

             (b)  access to records, documents, books, accounts and vouchers of the credit union,

that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 99 and that the directors, officers, committee members, employees or agents are reasonably able to furnish.

             (2)  On the demand of the auditor of a credit union, the directors of a credit union shall obtain from the present or former directors, officers, employees and agents of a subsidiary of the credit union and furnish to the auditor information or explanations that the present or former directors, officers, employees and agents of the subsidiary are reasonably able to furnish and that, in the opinion of the auditor, are necessary to enable the auditor to make the examination and report required under subsection 99 (1).

             (3)  A person who, in good faith, makes an oral or written communication under this section is not liable in a civil action arising from that communication.

2009 cC-37.2 s101

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Auditor's report

   102. (1) The auditor of a credit union shall make a report in writing

             (a)  on the financial statements referred to in subsection 91 (1) to the members of the credit union not fewer than 10 days before the date of the annual meeting of the members; and

             (b)  on those other financial statements that may be required by this Act or the articles or by-laws of the credit union to be placed before the members on or before the date that the statement is distributed.

             (2)  In a report required under subsection(1), the auditor shall state whether, in the auditor's opinion, the financial statements referred to in the report present fairly the financial position of the credit union at the end of the fiscal year or other period to which it relates and the results of the operation of the credit union and changes in its financial position for that fiscal year or other period and whether

             (a)  the auditor has obtained the information and explanations required;

             (b)  the examination has been made in accordance with Canadian generally accepted auditing standards; and

             (d)  reliance has been placed on the reports of other auditors.

2009 cC-37.2 s102

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Audit committee

   103. (1) A credit union shall have an audit committee composed of not less than 3 members of the credit union, none of whom are officers of the credit union.

             (2)  An audit committee shall meet at least annually with the auditor to review the financial performance of the credit union and perform those other functions that may be prescribed by the regulations.

             (3)  The auditor of a credit union or a member of the audit committee may call a meeting of the committee.

             (4)  A director or an officer of a credit union shall upon becoming aware of an error or misstatement in a financial statement that the auditor or a former auditor has reported upon notify the audit committee and the auditor.

             (5)  An auditor or former auditor of a credit union who is notified or becomes aware of an error or misstatement in a financial statement that the auditor has reported upon shall, where in the auditor's opinion the error or misstatement is material, inform each director accordingly.

             (6)  Where, under subsection (5), the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall

             (a)  prepare and issue a revised financial statement; and

             (b)  otherwise inform the members and the guarantee corporation.

             (7)  A director and an officer of a credit union who knowingly fails to comply with subsection (4) or (6) is guilty of an offence.

2009 cC-37.2 s103

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Duty of auditor

   104. (1) It is the duty of the auditor of a credit union to report in writing to the directors of a credit union transactions or conditions that affect, or could affect, the well-being of the credit union and that, in the opinion of the auditor, are not satisfactory and require rectification and the auditor shall, as occasion requires, make a report to the directors where

             (a)  a change occurs in the circumstances of the credit union that might materially and adversely affect the financial position of the credit union or its ability to carry on or transact business as a going concern;

             (b)  there has been a violation of this Act;

             (c)  there has been a violation of the Criminal Code ;

             (d)  the credit union has entered into a transaction that, in the opinion of the auditor, is not within the powers of the credit union; or

             (e)  the credit union has adopted or implemented a business or financial practice and procedure that, in the opinion of the auditor, may contribute to material losses by the credit union.

             (2)  An auditor who makes a report under subsection (1) shall send that report in writing to the manager, audit committee and directors of the credit union and the report shall be presented to the next meeting of directors after the receipt of the report, and it shall be incorporated into the minutes of that meeting and the auditor shall, at the time of sending the report, provide a copy of the report to the guarantee corporation.

             (3)  An auditor is not required to make a report under this section unless the auditor becomes aware of the circumstances described in subsection (1) in the ordinary course of the auditor's duties.

             (4)  Where as a result of an audit an auditor prepares a management letter highlighting weaknesses and deficiencies in the financial affairs of the credit union and other matters which may affect the well being of the credit union, he or she shall provide a copy to the guarantee corporation.

2009 cC-37.2 s104

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Additional requirements

   105. (1) The guarantee corporation may require that the auditor of a credit union report to the guarantee corporation on the extent of the auditor's procedures in the examination of the financial statements of the credit union and may require that the auditor enlarge or extend the scope of that examination or direct that another particular procedure be performed.

             (2)  The guarantee corporation may require that the auditor of a credit union make a particular examination relating to the adequacy of the procedures adopted by the credit union for the safety of its creditors and members, or another examination that, in the opinion of the guarantee corporation, the public interest may require.

             (3)  A requirement of the guarantee corporation under subsections (1) and (2) shall be provided in writing to the auditor.

             (4)  The auditor of a credit union shall comply with requirements of the guarantee corporation under subsection (1) or (2) and shall make a written report to the guarantee corporation in relation to the requirements immediately after complying with them.

             (5)  Costs or expenses incurred in relation to the requirements of the guarantee corporation under subsection (1) or (2) shall be borne by the credit union.

2009 cC-37.2 s105

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Access to papers

   106. On the request of the guarantee corporation, the auditor shall make available to the guarantee corporation the working papers of the auditor used in conducting an audit or preparing a report under this Act.

2009 cC-37.2 s106

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Qualified privilege

   107. An oral or written statement or report made under this Act by the auditor of a credit union has qualified privilege.

2009 cC-37.2 s107

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No liability

   108. (1) An auditor or former auditor of a credit union who in good faith makes an oral or written statement or report under this Act shall not be liable in a civil action arising from the statement or report.

             (2)  Subsection (1) does not relieve an auditor or former auditor from liability in connection with a report referred to in paragraph 91 (1)(b) or subsection 99 (1).

2009 cC-37.2 s108

PART VIII
FUNDAMENTAL CHANGES

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Amendment of articles

   109. (1) Subject to the approval of the superintendent under section 111 , the articles of a credit union may be amended by special resolution of the members.

             (2)  Notwithstanding subsection (1), the articles of a credit union containing a clerical error may be amended by resolution of the directors or by ordinary resolution of the members to correct the error.

2009 cC-37.2 s109

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Articles to superintendent

   110. Where the articles of a credit union are amended under section 109 those articles of amendment shall, within 6 months of the date of the resolution of the members authorizing the amendment, be sent to the superintendent for filing and the superintendent shall refuse to accept amended articles that are not filed within those 6 months.

2009 cC-37.2 s110

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Certificate of amendment

   111. On receipt of articles of amendment, the superintendent may, if satisfied that the amendment is advisable, file the articles and issue a certificate of amendment in accordance with section 182 .

2009 cC-37.2 s111

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Effect of certificate

   112. (1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

             (2)  An amendment to the articles of a credit union shall not affect an existing cause of action, claim or liability to prosecution in favour of or against the credit union or its directors, committee members, officers or employees, or a civil, criminal or administrative action or proceeding to which the credit union or its directors, committee members, officers or employees is a party.

2009 cC-37.2 s112

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Restated articles

   113. (1) The credit union may, and shall when directed by the superintendent, restate the articles of incorporation as amended.

             (2)  Restated articles of incorporation in the required form shall be sent to the superintendent.

             (3)  On receipt of restated articles of incorporation, the superintendent shall issue a restated certificate of incorporation in accordance with section 182 .

             (4)  Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to them.

2009 cC-37.2 s113

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Amalgamation

   114. (1) Two or more credit unions may amalgamate and continue as one credit union.

             (2)  A credit union that is under supervision under Part XII shall not amalgamate without the written consent of the guarantee corporation.

2009 cC-37.2 s114

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Amalgamation agreement

   115. Credit unions proposing to amalgamate shall enter into an agreement with each other setting out the terms and means of effecting the amalgamation and, in particular, setting out

             (a)  the provisions required to be included in articles of incorporation under section 6 ;

             (b)  the address of the registered office of the amalgamated credit union;

             (c)  the name and address of each proposed director of the amalgamated credit union;

             (d)  the name, residence address and principal occupation of each proposed director of the amalgamated credit union;

             (e)  the manner in which the shares of each amalgamating credit union are to be converted into shares of the amalgamated credit union;

             (f)  if shares of an amalgamating credit union are not to be converted into shares of the amalgamated credit union, the amount of money that the holders of those shares are to receive in addition to or instead of shares of the amalgamated credit union;

             (g)  the proposed by-laws of the amalgamated credit union; and

             (h)  details of arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated credit union.

2009 cC-37.2 s115

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Approval of agreement

   116. (1) The directors of each amalgamating credit union shall submit the amalgamation agreement for approval at a meeting of the members of the amalgamating credit unions.

             (2)  A notice of a meeting of members shall be sent in accordance with section 57 to each member of each amalgamating credit union and shall include or be accompanied by a copy or summary of the amalgamation agreement and shall state that a member is entitled to dissent in accordance with section 122 .

             (3)  An amalgamation agreement is adopted when the members of each amalgamating credit union have approved the amalgamation by a special resolution.

             (4)  An amalgamation agreement may provide that before the issue of a certificate of amalgamation the agreement may be terminated by the board of directors of any of the amalgamating credit unions.

2009 cC-37.2 s116

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Articles of amalgamation

   117. (1) Subject to subsection 116 (4), after an amalgamation has been adopted under subsection 116 (3), articles of amalgamation shall be sent to the superintendent.

             (2)  The articles of amalgamation shall have attached to them an affidavit made under oath or affirmation of a director or an officer of each amalgamating credit union that establishes to the satisfaction of the superintendent that

             (a)  there are reasonable grounds for believing that

                      (i)  each amalgamating credit union is and the amalgamated credit union will be able to pay its liabilities as they become due, and

                     (ii)  the realizable value of the assets of the amalgamated credit union upon completion of the amalgamation will not be less than the aggregate of its liabilities and its equity other than retained earnings; and

             (b)  there are reasonable grounds for believing that

                      (i)  a creditor or member of the amalgamating credit unions will not be prejudiced by the amalgamation, or

                     (ii)  adequate notice has been given to all known creditors of the amalgamating credit unions with a claim against the credit union in an amount that exceeds $1,000 and at least 60% of those creditors consent to the amalgamation.

             (3)  A credit union may be exempt from the requirements of paragraph (2)(a) if the guarantee corporation consents to an exemption.

             (4)  For the purpose of subparagraph (2)(b)(ii), adequate notice is given if

             (a)  a notice is given in the Gazette and once in a newspaper published or distributed in a place where each amalgamating credit union has its registered office; and

             (b)  each notice states that the credit union proposes to amalgamate with one or more specified other credit unions in accordance with this Act providing at least 60% of creditors with amounts exceeding $1,000 consent to the amalgamation within 30 days after the date of the notice.

2009 cC-37.2 s117

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Compulsory amalgamation

   118. Where a credit union that is under supervision under Part XII is ordered by its supervisor to amalgamate in accordance with section 176 (1)(i), the provisions of section 116 and subsection 117 (2) do not apply to the credit union which is ordered to amalgamate.

2009 cC-37.2 s118

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Certificate and effect of amalgamation

   119. (1) On receipt of articles of amalgamation, the superintendent may, where satisfied that the amalgamation is advisable, file the articles and issue a certificate of amalgamation in accordance with section 182 .

             (2)  On the date shown in the certificate of amalgamation

             (a)  the amalgamation of the amalgamating credit unions and their continuance as one credit union becomes effective;

             (b)  the property of each amalgamating credit union continues to be the property of the amalgamated credit union;

             (c)  the amalgamated credit union continues to be liable for the obligations of each amalgamating credit union;

             (d)  an existing cause of action, claim or liability to prosecution remains unaffected;

             (e)  a civil, criminal or administrative action or proceeding pending by or against either of the amalgamating credit unions may be continued by or against the amalgamated credit union;

             (f)  a conviction against, or ruling, order or judgment in favour of or against an amalgamating credit union may be enforced by or against the amalgamated credit union;

             (g)  the articles of amalgamation shall be considered to be the articles of incorporation of the amalgamated credit union and the certificate of amalgamation shall be considered to be the certificate of incorporation of the amalgamated credit union;

             (h)  on the filing of a copy of the certificate of amalgamation, certified as a true copy by the superintendent, in a land titles registry or other recording office, all the lands, charges on land, estates, real, personal or mixed real and personal property, effects, rights, credits, judgments, assignments and rights enforceable by legal action of every description belonging to the amalgamating credit unions are transferred and vested in the amalgamated credit union without further act, conveyance or other deed; and

              (i)  the members of the amalgamating credit unions become members of the amalgamated credit union and the shares held in the amalgamating credit unions become shares in the amalgamated credit union subject to the terms of the amalgamation agreement.

2009 cC-37.2 s119

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Extraordinary sale, lease or exchange

   120. (1) A sale, lease or exchange of all or substantially all of the property of a credit union requires the approval of the members in accordance with this section.

             (2)  A notice of a meeting of members called under subsection (1) shall be sent in accordance with section 57 to each member and shall

             (a)  include or be accompanied by a copy or summary of the agreement of sale, lease or exchange; and

             (b)  state that a member is entitled to dissent in accordance with section 122 .

             (3)  At the meeting held in accordance with a notice referred to in subsection (2), the members may by special resolution approve the sale, lease or exchange and may fix or authorize the directors to fix a term or condition of it.

             (4)  A sale, lease or exchange referred to in subsection (1) is adopted when the members have approved the sale, lease or exchange.

             (5)  The directors of a credit union may, if authorized by the members approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the members.

2009 cC-37.2 s120

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Approval of guarantee corporation

   121. (1) The credit union shall, before the completion of a sale, lease or exchange referred to in section 120 , obtain the approval of the guarantee corporation.

             (2)  An approval shall not be granted under subsection (1) unless the guarantee corporation has received an affidavit made under oath or affirmation of a director or officer from the credit union proposing to sell, lease or exchange its property establishing, to the satisfaction of the guarantee corporation, that there are reasonable grounds for believing that

             (a)  the sale, lease or exchange of the property will not increase the likelihood of a claim upon the guarantee corporation;

             (b)  creditors, including shareholders of the credit union who are not members, will not be prejudiced by the sale, lease or exchange of the property; and

             (c)  the sale, lease or exchange of the property has been consented to by not less than 60% of creditors of the credit union with amounts exceeding $1,000.

             (3)  For the purpose of subsection (2), adequate notice is given if

             (a)  a notice is published once in the Gazette and once in a newspaper published or distributed in the place where the credit union has its registered office; and

             (b)  each notice states that the credit union proposes to sell, lease or exchange all, or substantially all of its property under section 120 providing at least 60% of the creditors with amounts exceeding $1,000 consent to the sale, lease or exchange within 30 days from the date of the notice.

2009 cC-37.2 s121

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Dissent

   122. (1) A member of a credit union may dissent if the credit union resolves to

             (a)  change its name;

             (b)  amalgamate with another credit union under section 116 ;

             (c)  sell, lease or exchange all or substantially all of its property under section 120 ; and

             (d)  add, change or remove a provision that is set out in the articles.

             (2)  A dissenting member shall send to the credit union, at or before a meeting of members at which a resolution referred to in subsection (1) is to be voted on, a written objection to the resolution but, where the dissenting member fails to send the written objection as required, the dissenting member does not lose the right to dissent if the credit union failed to give the dissenting member notice of the purpose of the meeting or of the right to dissent.

             (3)  The credit union shall, within 10 days after the members adopt the resolution,

             (a)  send to each member who has filed an objection under section (2), a notice that the resolution has been adopted, but notice is not required to be sent to a member who withdraws an objection; and

             (b)  send to the guarantee corporation a copy of the resolution and copies of written objections received by the credit union under subsection (2).

             (4)  A resolution in respect of which written objection has been sent to the credit union under subsection (2) shall not be effective until approved by the guarantee corporation.

             (5)  The guarantee corporation may require as a condition of approval under subsection (4) that a part or all of the indebtedness or other liability of the credit union to the dissenting member be paid or satisfied on those terms that the guarantee corporation may stipulate.

2009 cC-37.2 s122

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Reorganization under a court order

   123. (1) In this section, "reorganization" means the reorganization of a credit union in accordance with a court order made under

             (a)  section 159 ;

             (b)  the Bankruptcy and Insolvency Act (Canada ), approving a proposal; or

             (c)  any other Act of the Legislature that affects the rights of the credit union, its members or creditors.

             (2)  Where a credit union is subject to a reorganization, its articles may be amended by the order to effect a change that might lawfully have been made by an amendment under section 109 .

             (3)  Where a reorganization is made, the court may also

             (a)  authorize the issue of debt obligations of the credit union and fix the terms of them; and

             (b)  appoint directors in place of or in addition to all of the directors then in office.

             (4)  After a reorganization has been made, articles of reorganization shall be sent to the superintendent.

             (5)  On receipt of articles of reorganization, the superintendent shall file the articles and issue a certificate of amendment in accordance with section 182 .

             (6)  A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.

2009 cC-37.2 s123

PART IX
DISSOLUTION AND LIQUIDATION

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Mandatory dissolution

   124. A credit union that does not have property and liabilities shall be dissolved by special resolution of the members.

2009 cC-37.2 s124

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Voluntary dissolution by members

   125. (1) A credit union that has property or liabilities or both may be dissolved by special resolution of the members where

             (a)  by the special resolution the members authorize the directors to cause the credit union to distribute any property and discharge liabilities; and

             (b)  the credit union has, under section 120 , sold its property, distributed residual property and discharged all of its liabilities.

             (2)  A credit union which is being dissolved under this section shall prepare articles of dissolution in accordance with section 127 and that section applies in relation to the dissolution.

2009 cC-37.2 s125

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Voluntary liquidation and dissolution

    126 (1) The directors, or a member in accordance with section 59 , may propose the voluntary liquidation and dissolution of a credit union.

             (2)  Notice of a meeting of members at which voluntary liquidation and dissolution is to be proposed shall set out the terms of the liquidation and dissolution.

             (3)  A credit union may be liquidated and dissolved by special resolution of the members.

             (4)  A statement of intent to dissolve in the required form shall be sent to the guarantee corporation.

             (5)  On receipt of a statement of intent to dissolve, the superintendent, if satisfied that the credit union shall be able to discharge all of its obligations and liabilities before dissolution, shall issue a certificate of intent to dissolve in accordance with section 182.

             (6)  Where a certificate of intent to dissolve is issued, the credit union shall cease to carry on business except to the extent necessary for the liquidation, but its legal existence continues until the superintendent issues a certificate of dissolution.

             (7)  After a certificate of intent to dissolve is issued, the credit union shall

             (a)  immediately give notice of the dissolution to be sent to each known creditor of the credit union;

             (b)  immediately give notice in the Gazette and once in a newspaper published or distributed in the place where the credit union has its registered office and take reasonable steps to give notice of the dissolution in every jurisdiction where the credit union carries on business;

             (c)  proceed to collect its property, to dispose of properties that are not to be distributed in kind to its members, to discharge all its obligations and to 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, in accordance with the provisions of the special resolution authorizing the dissolution.

             (8)  After the issue of a certificate of intent to dissolve and before a certificate of dissolution is issued, a certificate of intent to dissolve may be revoked by sending to the superintendent a statement of revocation of intent to dissolve in the required form, if the revocation is approved in the same manner as the resolution under subsection (3).

             (9)  On receipt of a statement of revocation of intent to dissolve, the superintendent shall issue a certificate of revocation of intent to dissolve in accordance with section 182 .

          (10)  On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the credit union may continue to carry on its business.

          (11)  Where a certificate of intent to dissolve has not been revoked and the credit union has complied with subsection (7), the credit union shall prepare articles of dissolution.

2009 cC-37.2 s126

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Articles of dissolution and certificate

   127. (1) Articles of dissolution shall be sent to the superintendent.

             (2)  On receipt of articles of dissolution, the superintendent shall issue a certificate of dissolution in accordance with section 182 .

             (3)  The credit union ceases to exist on the date shown in the certificate of dissolution.

2009 cC-37.2 s127

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Custody of records

   128. The guarantee corporation shall retain the documents and records of a dissolved credit union for 6 years immediately following the effective date of the credit union dissolution.

2009 cC-37.2 s128

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Effect of dissolution

   129. (1) In this section, "member" includes the heirs and legal representatives of a member.

             (2)  Notwithstanding the dissolution of a credit union under this Act,

             (a)  a civil, criminal or administrative action or proceeding commenced by or against the credit union before its dissolution may be continued as if the credit union had not been dissolved;

             (b)  a civil, criminal or administrative action or proceeding may be brought against the credit union within 2 years after its dissolution as if the credit union had not been dissolved; and

             (c)  a property that would have been available to satisfy a judgment or order if the credit union had not been dissolved remains available for that purpose.

             (3)  Service of a document on a credit union after its dissolution may be effected by serving the document on a person named as a director in the most recent notice sent to the superintendent under this Act.

             (4)  Notwithstanding the dissolution of a credit union, a member to whom property has been distributed is liable to a person claiming under subsection (2) to the extent of the amount received by that member on the distribution, and an action to enforce that liability may be brought within 2 years after the date of the dissolution of the credit union.

             (5)  A court may order an action referred to in subsection (4) be brought against the persons who were members, subject to those conditions that the court thinks appropriate and, if the plaintiff's claim is established, the court may refer the proceedings to an officer of the court who may

             (a)  add as a party to the proceedings each person found by the plaintiff who was a member or shareholder;

             (b)  determine, subject to subsection (4), the amount that each person who was a member or shareholder shall contribute towards satisfaction of the plaintiff's claim; and

             (c)  direct payment of the amounts so determined.

2009 cC-37.2 s129

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Unclaimed property

   130. (1) Upon the dissolution of a credit union, the portion of the property distributable to a creditor, shareholder or member who cannot be found shall be converted into money and paid to the guarantee corporation.

             (2)  A payment under subsection (1) is considered to be in satisfaction of the debt to or claim of the creditor, shareholder or member.

             (3)  Where it is established that a person is entitled to money paid to the guarantee corporation under this Act, the guarantee corporation shall pay the amount of that money to that person.

             (4)  Where after the dissolution of a credit union it is established that a person is entitled to receive a document for registration in the registry of deeds or other registry executed by that credit union, the guarantee corporation shall execute the documents on behalf of the dissolved credit union.

             (5)  A document executed by the guarantee corporation under subsection (4) shall be accepted for registration in the registry of deeds or other registry, if the guarantee corporation has placed an explanation for its actions upon the document and has otherwise complied with the requirements of the registry of deeds or other registry.

             (6)  Subject to this section and section 129 , property of a credit union that has not been disposed of at the date of its dissolution vests in the guarantee corporation.

             (7)  The costs of liquidation shall be paid out of the property of the credit union.

2009 cC-37.2 s130

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Effect of Bankruptcy and Insolvency Act (Canada )

   131. (1) This Part does not apply to a credit union that is bankrupt within the meaning of the Bankruptcy and Insolvency Act (Canada ).

             (2)  Proceedings taken under this Part to dissolve or to liquidate and dissolve a credit union shall be stayed if a credit union becomes subject to or takes a proceeding under the Bankruptcy and Insolvency Act (Canada ).

2009 cC-37.2 s131

PART X
CREDIT UNION DEPOSIT GUARANTEE CORPORATION

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Application

   132. This Part applies to the Credit Union Deposit Guarantee Corporation.

2009 cC-37.2 s132

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Continuation

   133. The Credit Union Deposit Guarantee Corporation existing under the Credit Union Act in force immediately before the commencement of this Act is continued subject to the provisions of this Act, and the members of the board of the guarantee corporation continue in office until their successors are appointed.

2009 cC-37.2 s133

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Duties

   134. The duties of the guarantee corporation are

             (a)  to provide, for the benefit of persons having deposits with credit unions in the province, deposit insurance against loss of part or all of those deposits by making payments to the depositors to the extent and in the manner authorized by this Act;

             (b)  in those circumstances that the guarantee corporation considers appropriate, to provide assistance to credit unions for the purpose of stabilization or for the orderly liquidation of a credit union;

             (c)  to protect deposits in credit unions against impairment arising from financial losses and insolvency by

                      (i)  promoting the development and implementation of sound business practices and sound financial policies and procedures by credit unions, and

                     (ii)  establishing and implementing loss prevention programs and other controls;

             (d)  to act as supervisor of a credit union; and

             (e)  to do those other things that may be required or authorized by this Act or the regulations.

2009 cC-37.2 s134

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Capacity

   135. The guarantee corporation has the capacity, rights, powers and privileges of a natural person.

2009 cC-37.2 s135

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Powers

   136. The guarantee corporation may

             (a)  determine the amounts of money to be levied and collected from credit unions for the purpose of section 147 , 148 and 154 ;

             (b)  borrow money on the credit of the guarantee corporation or on bills of exchange or promissory notes drawn, made, accepted or endorsed by or on behalf of the guarantee corporation and pledge as security assets of the guarantee corporation;

             (c)  enter into an agreement or arrangement with a person relating to

                      (i)  the stabilization of credit unions,

                     (ii)  the merger, amalgamation and winding up of a credit union,

                    (iii)  financial assistance that it considers necessary to meet the requirements of its operations, and

                    (iv)  other matters that it considers appropriate for the attainment of its purposes;

             (d)  apply to the minister for loans or guarantees of loans to assist it in carrying out its purpose;

             (e)  make or cause to be made those examinations and inquiries in relation to credit unions and those actuarial or similar studies that the guarantee corporation considers appropriate;

             (f)  guarantee loans made by third parties to credit unions and take security for those guarantees;

             (g)  make investments in relation to the deposit guarantee fund or have those investments made;

             (h)  assume or purchase the liabilities or assets of credit unions on their liquidation or dissolution;

              (i)  establish terms, conditions, restrictions and limitations in relation to the lending activities of credit unions and the loan policies to be established by credit unions;

              (j)  set out sound business and financial practices for credit unions;

             (k)  issue directives in relation to sound business practices and sound financial policies and procedures to be followed by credit unions including directives in relation to those matters referred to in paragraph (i);

              (l)  make available to credit unions assistance including financial assistance for the purpose of stabilization on terms and conditions that it considers appropriate;

           (m)  assume the costs of the winding up of credit unions where the assets of a credit union are insufficient to cover the costs;

             (n)  engage employees, enter into agreements or arrangements and incur those costs and expenses that are required to carry out the purposes of the guarantee corporation;

             (o)  arrange compulsory insurance programs for credit unions or insurance coverage on behalf of those credit unions;

             (p)  require credit unions to make reports and specify the contents, frequency and form of those reports;

             (q)  maintain a long term unclaimed balance account in accordance with this Act;

              (r)  administer the regulations under this Act as delegated by the minister; and

             (s)  do those other things that may be necessary or incidental to the attainment of its purposes.

2009 cC-37.2 s136

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Board

   137. (1) The affairs of the guarantee corporation shall be administered by a board of directors of not more than 7 members who shall be appointed by the minister in accordance with the regulations.

             (2)  A person who is a citizen of Canada and is at least 19 years of age may be appointed as a director of the guarantee corporation.

             (3)  Notwithstanding subsection (2), an employee, a committee member or a director of a credit union trade association or of a credit union shall not be appointed as a director of the guarantee corporation.

2009 cC-37.2 s137

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Officers

   138. (1) The chairperson, vice-chairperson and the secretary-treasurer of the board of directors of the guarantee corporation shall be appointed in accordance with the regulations.

             (2)  The board of directors of the guarantee corporation may appoint those other officers and committees that it considers necessary to fulfil the purposes of the guarantee corporation under this Act.

             (3)  Notwithstanding paragraph 143 (2)(b), employees required to exercise the powers and duties of the guarantee corporation shall be considered to be employees of the government of the province, shall be employed in the manner required by law and the board of directors of the guarantee corporation may determine the duties of those employees.

2009 cC-37.2 s138

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Vacancy

   139. Where a vacancy occurs in the board of directors of the guarantee corporation, the minister shall fill the vacancy in accordance with section 137 .

2009 cC-37.2 s139

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Office ceases

   140. A member of the board of directors of a guarantee corporation ceases to hold office upon

             (a)  death or resignation;

             (b)  becoming disqualified from holding the office; or

             (c)  being removed from office by the minister.

2009 cC-37.2 s140

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Management

   141. The board of directors of the guarantee corporation shall

             (a)  exercise the powers of the guarantee corporation directly, or indirectly through its employees and agents; and

             (b)  direct the management of the business and affairs of the guarantee corporation.

2009 cC-37.2 s141

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Quorum

   142. (1) A majority of the members of the board of directors of the guarantee corporation constitutes a quorum.

             (2)  The agreement of the majority of the members of the board of directors of the guarantee corporation present at a meeting of that board shall be necessary for a decision to be valid.

             (3)  The chairperson may vote as a director at a meeting of the board of directors of the guarantee corporation and where there is an equality of votes, he or she shall have another vote.

2009 cC-37.2 s142

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By-laws

   143. (1) The board of directors of the guarantee corporation, in order to regulate the business and affairs of the guarantee corporation, may enact by-laws and amend or repeal them.

             (2)  The guarantee corporation may make by-laws

             (a)  respecting the administration, management and control of the property and affairs of the guarantee corporation;

             (b)  respecting the functions, duties and remuneration of the officers, agents and employees of the guarantee corporation;

             (c)  respecting the appointment or disposition of special committees created by the guarantee corporation;

             (d)  respecting the appointment of an auditor;

             (e)  respecting the time and place for the holding of meetings of the directors and the procedure at those meetings;

             (f)  respecting the manner in which a credit union may represent that it is a contributor to the deposit guarantee fund;

             (g)  authorizing and controlling the use by credit unions of marks, signs, advertisements or other devices indicating that deposits with credit unions are insured by the guarantee corporation;

             (h)  defining the word "deposit" for the purpose of deposit insurance;

              (i)  adopting a seal for the guarantee corporation;

              (j)  setting standards of sound business and financial practices for credit unions; and

             (k)  respecting the conduct in all other particulars of the affairs of the guarantee corporation.

2009 cC-37.2 s143

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Guaranteed deposit insurance

   144. (1) The guarantee corporation shall insure deposits placed with a credit union to an amount determined in accordance with the regulations.

             (2)  Where the guarantee corporation is obligated to make a payment in accordance with paragraph 146 (a) in relation to a deposit insured by it, the guarantee corporation as soon as possible after the obligation arises shall, in relation to that deposit, make the payment, or have that payment made to the person who appears entitled to it by the records of the credit union with whom the deposit was made by paying, or having paid, to that person an amount in money equal to so much of the person's outstanding claim against the credit union that is insured by the guarantee corporation.

             (3)  Payment under this section by or on behalf of the guarantee corporation in relation to a deposit insured by deposit insurance discharges the guarantee corporation from all liability in relation to that deposit.

             (4)  Where the guarantee corporation makes a payment, or has a payment to be made, under this section in relation to a deposit with a credit union, the guarantee corporation is subrogated to the extent of the payment made to all the rights and interests of the depositor as against that credit union.

             (5)  The guarantee corporation may deduct from a payment under subsection (2) the amount the credit union is entitled to deduct from the deposit under a lien, right of set off or specific charge effectively as if the credit union itself were repaying the deposit in full.

             (6)  The deduction of an amount by the guarantee corporation under subsection (2) in respect of a lien, right of set off or specific charge discharges the liability of the member to the credit union to the extent of the amount deducted.

             (7)  Where a member entitled to a guaranteed deposit cannot be located, the guarantee corporation shall pay the amount guaranteed into its long-term unclaimed balances account.

2009 cC-37.2 s144

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Prohibition

   145. (1) A credit union shall not advertise or hold out by a written or oral representation that its deposits are insured by the guarantee corporation otherwise than by those marks, signs, advertisements or other devices that are authorized by the by-laws of the guarantee corporation and used in the manner and on the occasions specified by the by-laws.

             (2)  A credit union that violates subsection (1) is guilty of an offence.

2009 cC-37.2 s145

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Deposit guarantee fund

   146. The guarantee corporation shall establish and maintain a deposit guarantee fund which may be used for the following purposes:

             (a)  on the liquidation of a credit union, to pay out claims of depositors in accordance with section 144 ;

             (b)  to provide financial assistance to credit unions for the purpose of stabilization; and

             (c)  to pay costs or expenses incurred in doing those other things that may be necessary for or incidental to the attainment of the purposes of the guarantee corporation.

2009 cC-37.2 s146

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Determination of levy

   147. The guarantee corporation shall determine the amount of money to be levied and collected from credit unions to enable the guarantee corporation to provide its services and to carry out its purposes in accordance with this Act.

2009 cC-37.2 s147

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Manner of collection

   148. The guarantee corporation shall levy and collect from credit unions those amounts that may be determined by the guarantee corporation, in a manner and at those times as the guarantee corporation may direct.

2009 cC-37.2 s148

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Loans to guarantee corporation

   149. (1) On the application of the guarantee corporation, the minister may, with the approval of the Lieutenant-Governor in Council and subject to those terms and conditions that the minister considers appropriate,

             (a)  make loans or advances to the guarantee corporation; and

             (b)  guarantee loans or advances made to the guarantee corporation by others.

             (2)  The amount of a loan or advance made to the guarantee corporation under paragraph (1)(a) shall be paid out of the Consolidated Revenue Fund of the province.

2009 cC-37.2 s149

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Records

   150. The board shall keep proper records of the affairs of the guarantee corporation.

2009 cC-37.2 s150

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Fiscal year

   151. The fiscal year of the guarantee corporation ends on December 31 in each year.

2009 cC-37.2 s151

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Audit

   152. The books and accounts of the guarantee corporation shall be examined, checked and audited at least once each year.

2009 cC-37.2 s152

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Application

   153. Sections 80 to 88 , 91 , 92 , 94 to 99 and 101 to 104 , 107 and 108 apply, with the necessary changes, to the guarantee corporation.

2009 cC-37.2 s153

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Payment of levy

   154. A credit union shall pay to the guarantee corporation the amounts levied by the guarantee corporation.

2009 cC-37.2 s154

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Report to minister

   155. (1) The guarantee corporation shall, within 6 months after the end of each fiscal year, send to the minister

             (a)  a copy of its financial statements, with the auditor's report on them for that fiscal year;

             (b)  the annual report of the guarantee corporation; and

             (c)  further information respecting the financial position of the guarantee corporation and the results of its operations that may be prescribed.

             (2)  The guarantee corporation shall, within 120 days after the end of each fiscal year or within the extended period that the minister may approve, send to each credit union, a copy of its financial statements, with the auditor’s report on them, for that fiscal year.

2009 cC-37.2 s155

PART XI
REMEDIES, OFFENCES AND PENALTIES

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Definitions

   156. In this Part

             (a)  "action" means an action under this Act; and

             (b)  "complainant" means

                      (i)  a member of a credit union,

                     (ii)  a registered owner or beneficial owner, or former registered owner or beneficial owner, of a share of a credit union,

                    (iii)  a director or an officer or a former director or officer of a credit union or the guarantee corporation,

                    (iv)  a creditor of a credit union or the guarantee corporation,

                     (v)  the superintendent,

                    (vi)  a credit union,

                   (vii)  the guarantee corporation, or

                  (viii)  another person who, in the discretion of the court, is a proper person to make an application under this Part.

2009 cC-37.2 s156

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Derivative action

   157. (1) A complainant may apply to the court for leave to bring an action in the name and on behalf of a credit union, or for leave to intervene in an action to which the credit union is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the credit union.

             (2)  A complainant who applies to the court under subsection (1) shall give the superintendent 30 days notice of the application and the superintendent is entitled to appear and be heard in person or by counsel.

             (3)  An action may be brought and an intervention in an action may be made under subsection (1) if the court is satisfied that

             (a)  the complainant has given 30 days notice to the directors of the credit union of the complainant's intention to apply to the court under subsection (1) if the directors of the credit union do not bring, diligently prosecute or defend or discontinue the action;

             (b)  the complainant is acting in good faith; and

             (c)  it appears to be in the interest of the credit union that the action be brought, prosecuted, defended or discontinued.

2009 cC-37.2 s157

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Powers of court

   158. In connection with an action brought or intervened in under section 157 , the court may make an order it thinks appropriate including,

             (a)  an order authorizing the complainant or other person to control the conduct of the action;

             (b)  an order giving directions for the conduct of the action;

             (c)  an order directing that an amount adjudged payable by the defendant in the action shall be paid, in whole or in part, directly to former and present members of the credit union;

             (d)  an order requiring the credit union to pay reasonable legal fees incurred by the complainant in connection with the action; and

             (e)  an order requiring the credit union to furnish to the complainant or to another person all material or information relevant to the action including

                      (i)  the financial statements of the credit union,

                     (ii)  the name and address of each member of the credit union, and

                    (iii)  the name and address of each creditor of the credit union, including any creditor with unliquidated, further or contingent claims and a person with whom the credit union has a contract.

2009 cC-37.2 s158

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Application to court

   159. (1) A complainant may apply to the court for an order under this section.

             (2)  Where, upon an application under subsection (1) with respect to a credit union or the guarantee corporation, the court is satisfied that

             (a)  an act or omission of the credit union or the guarantee corporation effects a result;

             (b)  the business or affairs of a credit union or the guarantee corporation are or have been carried on or conducted in a manner; or

             (c)  the powers of the directors of a credit union or the guarantee corporation are to have been exercised in a manner

that is unlawful, unfairly prejudicial or that unreasonably disregards the interests of a complainant, the court may make an order to rectify the matters complained of.

             (3)  In an application under this section, the court may make an interim or final order it thinks appropriate including,

             (a)  an order restraining the conduct complained of;

             (b)  an order placing a credit union under supervision under section 173 ;

             (c)  an order placing a credit union under supervision under section 176 (1)(i) for the purpose of liquidation and dissolution;

             (d)  an order to regulate the affairs of a credit union or the guarantee corporation by amending its articles or by-laws;

             (e)  an order directing an issue or exchange of securities;

             (f)  in the case of a credit union an order appointing directors in place of or in addition to all or any of the directors then in office;

             (g)  an order varying or setting aside a transaction or contract to which a credit union or the guarantee corporation is a party, and compensating the credit union or the guarantee corporation or other party to the transaction or contract;

             (h)  an order directing rectification of the registers or other records of the credit union under subsection 161 (1);

              (i)  an order requiring the trial of an issue; and

              (j)  an order compensating a complainant or another person.

             (4)  Where an order made under this section directs an amendment of the articles or by-laws of a credit union, in the case of

             (a)  an amendment to the articles, the directors shall immediately comply with section 109 ; and

             (b)  an amendment to the by-laws, the directors shall immediately send to the superintendent the amended by-laws together with a certified copy of the court order,

and another amendment to the articles or by-laws shall not be made without consent of the court, until the court otherwise orders.

2009 cC-37.2 s159

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Application

   160. (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to a credit union has been or may be approved by the members, but evidence of approval by the members may be taken into account by the court in making an order under this Part.

             (2)  An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given upon those terms that the court thinks appropriate and, if the court determines that the interest of complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order a party to the application or action to give notice to that complainant.

2009 cC-37.2 s160

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Rectification of register

   161. (1) Where the name of a person is alleged to be or to have been wrongly registered or retained in, or wrongly deleted or omitted from, the registers or other records of a credit union, the credit union or a member or other security holder or a complainant may apply to the court for an order that the registers or records be rectified.

             (2)  Upon an application under subsection (1), the court may make an order it thinks appropriate including, an order

             (a)  requiring the registers and records of the credit union to be rectified;

             (b)  restraining the credit union from calling or holding a meeting of members or allocating or paying interest before rectification of the registers or records;

             (c)  determining the right of a party to the proceedings to have that party's name entered or retained in, or deleted or omitted from the registers or records of the credit union whether the issue arises between 2 or more members or security holders, or between the credit union and a member or security holder or alleged member or security holder; and

             (d)  compensating a party who has incurred a loss by reason of the wrongful entry, retention, deletion or omission.

2009 cC-37.2 s161

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Compliance application

   162. If a credit union or the guarantee corporation, or a director, officer, member, employee, agent, auditor, trustee, or supervisor of them does not comply with

             (a)  this Act or the regulations;

             (b)  the articles or by-laws of the credit union or the guarantee corporation; or

             (c)  an order of the superintendent or the guarantee corporation made under this Act or the regulations,

a complainant may, in addition to another remedy the complainant has, apply to the court for an order directing that person to comply with, or restraining that person from violating the provision, articles, by-laws or order and, on that application, the court may order and make a further order it thinks appropriate.

2009 cC-37.2 s162

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Application for direction

   163. The superintendent may apply to the court for direction in relation to a matter concerning the superintendent's duties and powers under this Act and, on that application, the court may give direction and make another order it thinks appropriate.

2009 cC-37.2 s163

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Appeal

   164. (1) A person may appeal a decision or an order of the superintendent or the guarantee corporation to the court within 30 days after the making of the decision or order.

             (2)  An appeal under subsection (1) may be made on a question of law or fact or both and the court, after hearing the appeal, may

             (a)  affirm or reverse the decision or order;

             (b)  direct the superintendent or the guarantee corporation to make another decision or order that the superintendent or the guarantee corporation is authorized to make under this Act; or

             (c)  substitute its decision or order for that of the superintendent or the guarantee corporation.

2009 cC-37.2 s164

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Review and examination

   165. The superintendent or the guarantee corporation

             (a)  shall review information and returns received from credit unions and their directors, officers, committee members or employees;

             (b)  may examine the business and affairs of a credit union;

             (c)  shall be given access to all records, books, accounts, vouchers and other documents; and

             (d)  may make those inquiries that are necessary to ascertain whether a credit union has complied with this Act, or an order or direction.

2009 cC-37.2 s165

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Examination powers

   166. (1) For the purpose of the examination referred to in section 165 , a credit union shall prepare and submit to the superintendent or the guarantee corporation, the information with respect to its business and affairs, in addition to the returns required under Part VII , that the superintendent or the guarantee corporation may require.

             (2)  Upon an examination, the superintendent, the guarantee corporation or a person that the superintendent or the guarantee corporation may authorize has the powers of a commissioner appointed under the Public Inquiries Act, 2006 .

2009 cC-37.2 s166

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Voluntary compliance

   167. (1) Where, in the opinion of the superintendent or the guarantee corporation, a credit union is committing an act or pursuing a course of conduct that

             (a)  does not comply with this Act or the regulations;

             (b)  might reasonably be expected, if continued, to result in a state of affairs that would not be in compliance with this Act or the regulations;

             (c)  does not comply with an undertaking given or an agreement made with the superintendent or guarantee corporation under this Act or the regulations; or

             (d)  constitutes a practice that might prejudice or adversely affect the interests of depositors or creditors,

the credit union may enter into a program of voluntary compliance related to an act or course of conduct described in paragraph (a), (b), (c) or (d).

             (2)  A voluntary compliance program under this section shall

             (a)  be first approved by the guarantee corporation;

             (b)  be in writing; and

             (c)  bind the credit union from the time it is approved by the guarantee corporation.

             (3)  Where a voluntary compliance program is entered into, the guarantee corporation shall not be prevented from making orders against a credit union

             (a)  on matters covered in the voluntary compliance program where

                      (i)  the program is not complied with,

                     (ii)  all the facts related to the matter covered by the program were not known by the guarantee corporation at the time the program was entered into, or

                    (iii)  there has been a deterioration in the condition of the credit union; and

             (b)  on matters not covered in the program.

             (4)  The guarantee corporation, on the request of a credit union may approve the alteration of a voluntary compliance program entered into under this section.

2009 cC-37.2 s167

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Compliance order

   168. (1) Where, in the opinion of the superintendent or the guarantee corporation, a credit union is committing an act or pursuing a course of conduct that

             (a)  does not comply with this Act or the regulations;

             (b)  might reasonably be expected, if continued, to result in a state of affairs that would not be in compliance with this Act or the regulations;

             (c)  does not comply with a voluntary compliance program under section 167 ;

             (d)  does not comply with an undertaking given or agreement made with the superintendent or the guarantee corporation under this Act or the regulations; or

             (e)  constitutes a practice that might prejudice or adversely affect the interests of depositors or creditors,

the superintendent or the guarantee corporation may

             (f)  give notice to the credit union of an intention to order the credit union to cease doing an act or to cease pursuing a course of conduct identified by the guarantee corporation or the superintendent;

             (g)  order the credit union to cease doing an act or to cease pursuing a course of conduct identified by the superintendent or the guarantee corporation; and

             (h)  order that the credit union perform those acts that, in the opinion of the superintendent or the guarantee corporation, are necessary to remedy the situation.

             (2)  The credit union may, by written notice served on the superintendent or the guarantee corporation within 15 days after the service of the notice on the credit union under subsection (1), request a hearing before the superintendent or the guarantee corporation.

             (3)  Where a hearing is not requested within the time set out in subsection (2) or (4), or where a hearing is held and the guarantee corporation or the superintendent is of the opinion that an order described in subsection (1) should be made, the superintendent or the guarantee corporation may make an order and that order shall take effect immediately or at a later date that may be set out in the order.

             (4)  Notwithstanding subsection (2), where, in the opinion of the guarantee corporation or the superintendent, the interests of the depositors, creditors or the public may be prejudiced or adversely affected by a delay in the issuing of an order, the guarantee corporation or the superintendent may make an interim order as described in subsection (1) which shall become final on the fifteenth day after its making unless within that time a hearing before the superintendent or the guarantee corporation is requested.

             (5)  A request for a hearing under subsection (4) shall be in writing and served on the superintendent or the guarantee corporation.

             (6)  Where a hearing is requested under subsection (4), the superintendent or the guarantee corporation may extend the interim order until the hearing is concluded or an appeal from the hearing is concluded and the order is confirmed, varied or revoked.

             (7)  Where an order is made with respect to a credit union under this section, a copy of the order shall be sent to each director of the credit union.

             (8)  The superintendent or the guarantee corporation may, after giving the credit union named in the order an opportunity to be heard, confirm, vary or revoke an order made under this section.

2009 cC-37.2 s168

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Offence

   169. (1) A person who makes or assists in making a report, return, notice or other document required by this Act or the regulations to be sent to the superintendent, the guarantee corporation or to another person that

             (a)  contains an untrue statement of a material fact;

             (b)  does not state a material fact; or

             (c)  contains a misleading statement

is guilty of an offence and liable on summary conviction to a fine not less than $1,000 and not exceeding $10,000 or to imprisonment for a term not exceeding 6 months, or to both the fine and imprisonment.

             (2)  Where a person who is found guilty of an offence under subsection (1) is a corporation, then, whether or not the corporation has been prosecuted or convicted, a director or officer of the corporation who authorizes, permits or acquiesces in the offence is also guilty of an offence and liable on summary conviction to a fine not less than $10,000 and not exceeding $50,000 or to imprisonment for a term not exceeding 6 months, or to both the fine and imprisonment.

             (3)  A person is not guilty of an offence under subsection (1) or (2) if the untrue statement or omission was unknown to that person and in the exercise of reasonable diligence could not have been known to that person.

2009 cC-37.2 s169

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General offence

   170. A person who, without reasonable cause, contravenes a provision of this Act or the regulations for which another punishment is not provided in this Act or the regulations is guilty of an offence and is liable on summary conviction to a fine not less than $1,000 and not exceeding $10,000 in the case of a natural person and not less than $10,000 and not exceeding $50,000 in the case of a corporation.

2009 cC-37.2 s170

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Compliance order following offence

   171. (1) Where a person is convicted of an offence under this Act or the regulations, the court may, in addition to a punishment imposed, order the person to comply with the provision of the Act or the regulations for the contravention of which that person has been convicted.

             (2)  A prosecution under this Act or the regulations shall be started within 2 years of

             (a)  the date upon which the offence is alleged to have been committed; or

             (b)  the date upon which the guarantee corporation becomes aware of the alleged offence,

whichever is later.

             (3)  A civil remedy for an act or omission under this Act is not suspended or affected by reason only that the act or omission is an offence under this Act.

2009 cC-37.2 s171

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Maintenance of action

   172. (1) Notwithstanding anything contained in this Part, where an action could be brought against a person by a credit union for loss or damage suffered by or an accounting due to the credit union by reason of the negligence of the person or the failure of the person to comply with this Act, or the regulations or with the articles or by-laws of the credit union or orders, directions or notices of the superintendent or the guarantee corporation, where

             (a)  the action has not been brought, the superintendent or the guarantee corporation may, without leave, bring and maintain the action; or

             (b)  the action has been brought, the superintendent or the guarantee corporation may apply to the court to be added as a plaintiff and to be given the conduct of the action,

and money recovered by the superintendent or the guarantee corporation shall be held for the benefit of the credit union or, where a grant, loan or advance has been made by the guarantee corporation, the money shall be held for the benefit of the guarantee corporation.

             (2)  An action for damages does not lie against the minister, the superintendent, the guarantee corporation, the supervisor or a person directed by them, for an act or thing done or omitted under this Act or the regulations that was done or omitted in good faith.

2009 cC-37.2 s172

PART XII
COMPLIANCE AND SUPERVISION

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Supervision of credit union

   173. Where the guarantee corporation is satisfied that a credit union is carrying on its business in a manner that contravenes this Act or the regulations, sound business or financial practices or is financially unsound, including those situations where

             (a)  a credit union is unable to pay its liabilities as they become due;

             (b)  the realizable value of the assets of a credit union is less than the aggregate of its liabilities and the capital account of all classes of shares of the credit union, other than the equity of members;

             (c)  a credit union has requested and the guarantee corporation has determined to give it financial assistance;

             (d)  a credit union fails to file a report or document required to be filed by this Act within the time fixed for filing by this Act; or

             (e)  a credit union has failed to comply with an order of the superintendent or of the guarantee corporation,

the guarantee corporation may give notice to the credit union that it is declared to be under the supervision of the guarantee corporation or another person appointed by the guarantee corporation.

2009 cC-37.2 s173

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Supervisor

   174. The guarantee corporation or a supervisor appointed by the guarantee corporation shall act as a supervisor of a credit union that is placed under supervision under section 173 .

2009 cC-37.2 s174

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Length of supervision

   175. (1) Where a credit union is declared to be under supervision under section 173 , the credit union remains subject to supervision until the guarantee corporation releases the credit union from supervision or

             (a)  the supervisor appointed under section 174 applies to the guarantee corporation to have the credit union released from supervision; or

             (b)  the credit union applies in writing to the guarantee corporation, under notice to the supervisor, to be released from supervision, stating reasons in support of its application, and

the guarantee corporation approves the application and by notice to the credit union and the supervisor, releases the credit union from supervision.

             (2)   Where a credit union is declared to be under supervision under section 173 , that supervision ceases when

             (a)  the credi t union is liquidated, dissolved or amalgamated; or

             (b)  in the case of a credit union that has been placed under supervision by the court, the court has ordered the release of the credit union from supervision.

2009 cC-37.2 s175

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Powers of supervisor

   176. (1) Notwithstanding a provision of this Act or the regulations and subject to the approval of the guarantee corporation, or to an order of the court, where a credit union has been placed under the supervision of the guarantee corporation or a person appointed as supervisor under section 174 , the supervisor may

             (a)  exercise or direct the exercise of the powers of the credit union;

             (b)  inspect the affairs of the credit union and make inquiries from its officers, directors, committee members, employees and members;

             (c)  require the credit union to correct practices that, in the opinion of the supervisor, are contributing to the financial difficulties suffered by the credit union or are likely to contribute to the unsound conduct of its affairs;

             (d)  order the credit union and its directors, committee members, officers and employees to refrain from exercising those powers of the credit union or of its directors, committee members, officers or employees or that may be specified in the order unless approved by the supervisor or the authorized agent or employee of the supervisor;

             (e)  order the credit union not to declare or pay interest or dividends, or to restrict the amount of interest or dividends to be paid to a rate or an amount fixed by the supervisor;

             (f)  carry on, manage and conduct the operations of the credit union and, in the name of the credit union, preserve, maintain, realize, dispose of and add to the property of the credit union, receive the incomes and revenues of the credit union and exercise all the powers of the credit union and of its directors, officers, committees and employees;

             (g)  remove the directors of the credit union and its officers, committee members, employees and agents from the property and business of the credit union;

             (h)  appoint interim directors of the credit union;

              (i)  in the case of a credit union, reorganize, amalgamate, dissolve, wind-up, liquidate or otherwise dispose of the business of the credit union; and

              (j)  exercise those other powers that may be granted to it by order of the court.

             (2)  The guarantee corporation or a supervisor appointed under section 174 shall ensure that the interests of all creditors of a credit union are properly and lawfully provided for.

2009 cC-37.2 s176

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Report

   177. A supervisor appointed by the guarantee corporation under section 174 may be required by the guarantee corporation to submit a report containing

             (a)  an assessment of the financial condition of the credit union and the nature and circumstances giving rise to the supervision;

             (b)  a statement of the course of action in relation to the supervision; and

             (c)  the other information that the guarantee corporation may require.

2009 cC-37.2 s177

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Accounting

   178. A supervisor appointed under section 174 shall, upon request of the guarantee corporation and upon discharge, fully account to the guarantee corporation for the supervision of the credit union.

2009 cC-37.2 s178

PART XIII
GENERAL

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Notice

   179. (1) A notice or document required by this Act, or by the by-laws of a credit union, to be sent to a person entitled to receive notice from the credit union may be given in accordance with the by-laws or, in the absence of a provision in the by-laws, may be sent by prepaid mail addressed to, or may be delivered personally to

             (a)  the person at the latest address of the person, as shown in the records of the credit union or its transfer agent; and

             (b)  in the case of a director, at the latest address of the director, as shown in the records of the credit union, or in the last notice filed under section 76 .

             (2)  A notice or document mailed in accordance with subsection (1) is considered to have been received within 5 business days from the date it was postmarked, unless there are reasonable grounds for believing that the person did not receive the notice or document at that time or at all.

             (3)  Where a credit union mails a notice or document to a person in accordance with subsection (1) and the notice or document is returned on 2 consecutive occasions because the person cannot be found, the credit union is not required to send a further notice or document to the person until the credit union is informed, in writing, of the new address of that person.

             (4)  Where the by-laws of a credit union provide for the giving of a notice to members under subsection (1) by insertion of the notice in a newspaper or other publication, the notice is considered to have been received by the members at the time the publication containing the notice is distributed.

             (5)  Where the by-laws of a credit union provide for the giving of a notice to members under subsection (1) by posting the notice in a specified place, the notice is considered to have been received by the members at the time the notice is posted.

             (6)  Where the by-laws of a credit union provide for the giving of notice to members under subsection (1) electronically, the notice is considered to have been received on the day of transmission, if the document is transmitted before 4 p.m., or the next day that is not a Saturday, Sunday or a holiday, if the document is transmitted after 4 p.m. unless there are reasonable grounds for believing that the person did not receive the notice or document at that time or at all.

2009 cC-37.2 s179

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Service of notice

   180. A notice or document required to be sent to or served upon a credit union may be sent to the registered office of the credit union shown in the last prescribed notice filed with the superintendent,

             (a)  by regular mail and, if so sent, it is considered to have been received or served within 5 business days from the date it was postmarked;

             (b)  electronically, and if so sent, the notice is considered to have been received on the day of transmission, if the document is transmitted before 4 p.m., or the next day that is not a Saturday, Sunday or a holiday, if the document is transmitted after 4 p.m; and

             (c)  delivered personally or by courier, and if so sent, the notice is considered to have been received upon delivery

unless there are reasonable grounds for believing that the credit union did not receive the notice or the document at that time or at all.

2009 cC-37.2 s180

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Waiver of notice or delivery

   181. (1) Where a notice is required by this Act to be given, the giving of the notice may be waived, or the time for the giving of the notice may be waived or abridged with the consent in writing of the person entitled to the notice.

             (2)  Where a document is required by this Act to be delivered the delivering of the document may be waived or the time for the delivering of the document may be waived or abridged with the consent in writing of the person entitled to the document.

2009 cC-37.2 s181

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Certificates

   182. (1) Where this Act requires or authorizes the superintendent to issue a certificate or to certify a fact, the certificate shall be signed by the superintendent or by a deputy superintendent appointed under section 191 .

             (2)  A certificate referred to in subsection (1) or a certified copy of the certificate, when introduced as evidence in a civil, criminal or administrative action or proceeding, is conclusive proof of the facts certified without proof of the signature or official character of the person appearing to have signed the certificate.

2009 cC-37.2 s182

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Signatures

   183. (1) A certificate issued on behalf of a credit union stating a fact that is set out in the articles or by-laws of the credit union or the members of the credit union, or in a trust indenture or other contract to which the credit union is a party may be signed by a director or officer of the credit union unless verification is required under section 185 .

             (2)  When introduced as evidence in a civil, criminal or administrative action or proceeding

             (a)  a certificate of a kind referred to in subsection (1);

             (b)  a certified extract from a members' register or a securities register of a credit union; or

             (c)  a certified copy of minutes or an extract from minutes of a meeting of members or directors or a committee of directors of a credit union,

is, in the absence of evidence to the contrary, proof of the facts certified without proof of the signature or official character of the person appearing to have signed the certificate.

             (3)  An entry in a securities or members register of, or a share certificate issued by, a credit union is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is the owner of the securities described in the register or in the certificate.

2009 cC-37.2 s183

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Copies

   184. Where a notice or document is required to be sent to the superintendent or the guarantee corporation under this Act, the superintendent or the guarantee corporation may accept a copy of the notice or document.

2009 cC-37.2 s184

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Verification

   185. (1) The superintendent or the guarantee corporation may require that a document or a fact stated in a document required by this Act to be sent to the superintendent be verified in accordance with subsection (2).

             (2)  A document or fact required by this Act, by the superintendent or by the guarantee corporation to be verified may be verified by affidavit made under oath or affirmation.

             (3)  The superintendent or the guarantee corporation may require a credit union to authenticate a document, and the authentication may be signed by the secretary or director or authorized person or by the solicitor for the credit union.

2009 cC-37.2 s185

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Statement of intent

   186. (1) In this section, "statement" means a statement of intent to dissolve or statement of revocation of intent to dissolve referred to in section 126 .

             (2)  Where this Act requires that articles or a statement relating to a credit union be sent to the superintendent, unless otherwise specifically provided by this Act,

             (a)  2 originals of the articles or the statement shall be signed by a director or officer of the credit union or, in the case of articles of incorporation, by the incorporators; and

             (b)  where the articles or statement conform to law and are accompanied by all the required by-laws or other documents and the required fees the superintendent shall, subject to being satisfied that it is advisable,

                      (i)  endorse on each of the 2 original copies of the articles or statement the certificate in the required form indicating the date on which the articles or statement become effective,

                     (ii)  file one original copy of the articles or statement endorsed in accordance with subparagraph (i),

                    (iii)  send the other original copy of the articles or statement, endorsed in accordance with subparagraph (i), to the credit union or its representative, and

                    (iv)  publish in the Gazette a notice of the issue of the certificate and the date the articles or statement to which it relates become effective.

             (3)  The date indicated on a certificate issued under subsection (2) as the date the articles or statement become effective shall not be earlier than the date on which the superintendent received the articles or statement or court order under which the certificate is issued.

             (4)  The superintendent may provide to a person

             (a)  a certificate that a credit union or other person has or has not filed with the superintendent a document required to be filed under this Act or another Act for which this Act was substituted; or

             (b)  a certified copy of a document in the custody and control of the superintendent.

2009 cC-37.2 s186

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Alter notice or document

   187. The superintendent may alter a notice or document, other than an affidavit or statutory declaration, if so authorized in writing by letter, facsimile or electronic mail by or on behalf of the person who sent the notice or document to the superintendent.

2009 cC-37.2 s187

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Corrected certificate

   188. (1) Where a certificate or order containing an error is issued by the superintendent, the superintendent shall issue a corrected certificate or order and may

             (a)  demand the surrender of the certificate or order containing the error; and

             (b)  require the directors or members of the credit union to

                      (i)  pass resolutions, or

                     (ii)  send to the superintendent the documents required to comply with this Act,

and take those other steps that the superintendent reasonably requires.

             (2)  A certificate or order corrected under subsection (1) has effect from the date of the certificate or order it replaces.

             (3)  Where a corrected certificate or order issued under subsection (1) materially amends the terms of the original certificate or order, the superintendent shall immediately give notice of the correction in the Gazette.

2009 cC-37.2 s188

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Examination of documents

   189. (1) A person who has paid the appropriate fee is entitled during usual business hours to examine the annual returns, notices, articles or by-laws of a credit union or an order of declaration of the superintendent or court filed with the superintendent.

             (2)  The superintendent shall furnish, upon receipt of the appropriate fee, a person with a copy or a certified copy of a document to which reference is made in subsection (1).

2009 cC-37.2 s189

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Records

   190. (1) The records required by this Act to be prepared and maintained by the superintendent may be in bound or loose-leaf form or in photographic film form, or may be entered or recorded by a system of mechanical or electronic data processing or by another information storage device that is capable of reproducing any required information in intelligibly written form within a reasonable time.

             (2)  Where the records maintained by the superintendent are prepared and maintained in other than written form

             (a)  the superintendent shall furnish a copy required to be furnished under subsection 189 (2) in intelligibly written form; and

             (b)  a report reproduced from those records, if it is certified by the superintendent, is admissible in evidence to the same extent as the original records would have been if they had been in written form.

             (3)  The superintendent is not required to produce a document, other than a certificate and attached articles or statement filed under section 186 after 6 years from the date the superintendent receives it.

2009 cC-37.2 s190

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Superintendent

   191. (1) The minister shall appoint a Superintendent of Credit Unions for the purpose of this Act and may appoint a deputy superintendent to act in the place of the superintendent in his or her absence.

             (2)  The superintendent shall

             (a)  act under the instructions of the minister;

             (b)  have general supervision over all matters relating to this Act; and

             (c)  carry out those duties and may exercise those powers that may be required or authorized by this Act.

             (3)  The superintendent may issue directives with respect to the interpretation, clarification of this Act and the powers referred to in subsection (2).

2009 cC-37.2 s191

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Register of credit unions

   192. (1) The guarantee corporation shall maintain a register of credit unions in which to keep the name of every credit union that is

             (a)  incorporated under this Act;

             (b)  continued under this Act;

             (c)  registered under this Act; or

             (d)  restored to the register under this Act,

provided that the credit union has not been struck off that register.

             (2)  Documents, notices or information required to be sent to or filed with the superintendent under this Act shall be filed with the superintendent at the same location as the register referred to in subsection (1).

2009 cC-37.2 s192

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Regulations

   193. The minister may make regulations

             (a)  prescribing a matter required or authorized by this Act to be prescribed;

             (b)  respecting articles of incorporation and the by-laws of a credit union;

             (c)  respecting associate memberships in credit unions;

             (d)  respecting requirements for the commencement of business by a credit union including names permitted or not permitted and the location of branch and relocated offices;

             (e)  respecting the designation of classes of shares of a credit union and respecting the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to shares or classes of shares of a credit union;

             (f)  respecting arrangements for the provision of a service in accordance with section 16 ;

             (g)  restricting the business and activities that may be carried on by a credit union or the guarantee corporation and respecting those restrictions;

             (h)  respecting the creation of a subsidiary;

              (i)  respecting the manner in which a deposit account is to be dealt with for the purpose of section 34 ;

              (j)  respecting the payment of funds from an account under section 37 ;

             (k)  respecting the lending activities of a credit union generally, the loans that may be made by a credit union and the kinds and amounts of those loans, the loan policies to be established by a credit union and the terms, conditions, restrictions or limitations in relation to those lending activities, loans or loan policies;

              (l)  respecting deposit accounts generally, the amounts of funds to be maintained in a deposit account and the circumstances in which a member of a credit union may be permitted to make overdrafts on deposit accounts of the member and requiring or respecting the establishment of policies of credit unions in relation to overdrafts;

           (m)  respecting the liquid assets to be maintained by a credit union under section 40 ;

             (n)  respecting the making of investments by a credit union including prohibitions, conditions, restrictions or limitations in relation to those investments;

             (o)  respecting an allowance for doubtful loans to be maintained by a credit union;

             (p)  respecting the equity to be maintained by a credit union;

             (q)  respecting the amount that may be borrowed by a credit union under section 44 ;

              (r)  respecting matching under section 45 ;

             (s)  respecting insurance to be maintained by a credit union;

              (t)  requiring directors and officers of credit unions to meet requirements respecting their training;

             (u)  respecting the manner in which a member of a credit union may appeal a termination of membership;

             (v)  respecting the articles of amalgamation and dissolution that may be required;

            (w)  respecting the committees the credit union is required to establish and the duties and powers of those committees;

             (x)  respecting information to be shown in the return of a credit union for the purpose of section 90 ;

             (y)  respecting financial statements and auditors reports for the purpose of this Act and the regulations;

             (z)  respecting information to be disclosed to the members of a credit union for the purpose of subsections 91 (1) and (3);

          (aa)  requiring or authorizing the guarantee corporation to do certain things for the purpose of section 134 ;

          (bb)  respecting the making of investments by the guarantee corporation including prohibitions, conditions, restrictions or limitations in relation to those investments;

           (cc)  respecting, for the purpose of section 147 , the amount of the annual levies that the guarantee corporation is to levy and collect annually from its member credit unions, including a maximum or minimum restrictions in relation to that amount and the manner of its collection;

          (dd)  respecting information to be included in the report of the guarantee corporation for the purpose of section 155 ;

           (ee)  requiring or authorizing the guarantee corporation to do certain things for the purpose of section 136 ;

            (ff)  respecting the appointment of persons as directors of the guarantee corporation under subsection 137 (1) and respecting appointments of the officers of the guarantee corporation under subsection 138 (1);

           (gg)  respecting the amount to which deposits are insured for the purpose of section 144 ;

          (hh)  respecting the duties and powers of the superintendent or the guarantee corporation;

             (ii)  respecting the delegation of the administration of this Act to the guarantee corporation;

            (jj)  respecting the filing of information and documents required for the purpose of this Act;

          (kk)  defining a word or a phrase used in this Act but not defined in this Act; and

             (ll)  generally, to give effect to the purposes of this Act.

2009 cC-37.2 s193

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Fees and forms

   194. The minister may set fees required to be paid under this Act and may approve forms for the purpose of this Act.

2009 cC-37.2 s194

PART XIV
TRANSITIONAL, REPEAL AND CONSEQUENTIAL AMENDMENTS

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Transitional

   195. (1) Upon the commencement of this Act all

             (a)  articles of a credit union incorporated under the Credit Union Act in force immediately before the commencement of this Act;

             (b)  cancellations, suspensions, proceedings, acts, registrations, supervisors orders and things; and

             (c)  affidavits, declarations, by-laws, resolutions, regulations and documents,

lawfully done under a provision of the Credit Union Act, in force immediately before the commencement of this Act, are presumed to have been lawfully done, and continue in effect under this Act as though they had been lawfully done under this Act.

             (2)  For the purpose of this section "lawfully done" means to have been lawfully granted, issued, imposed, made, taken, done, commenced, filed or passed that the circumstances require.

             (3)  Notwithstanding another provision of this Act, if a provision of the articles, by-laws, resolutions and constating instruments of a credit union or the guarantee corporation lawfully incorporated or continued under the Credit Union Act in force immediately before the commencement of this Act is inconsistent under, repugnant to, or not in compliance with this Act, that provision is not illegal or invalid solely by reason of that inconsistency, repugnancy or non-compliance.

             (4)  An act, matter or proceeding or thing done or taken by a credit union or a director, member or officer of a credit union under a provision mentioned in subsection (3) under the Credit Union Act in force immediately before the commencement of this Act is not illegal or invalid by reason of being prohibited or not authorized by law after the commencement of this Act.

             (5)  Where a provision of the articles, by-laws or resolutions of a credit union or the guarantee corporation is inconsistent with the provisions of this Act, the credit union or the guarantee corporation shall file with the superintendent, amending articles, by-laws or resolutions that comply with this Act within one year of the commencement of this Act.

2009 cC-37.2 s195

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Amending instruments

   196. Amendments to the articles, by-laws, resolutions and constating instruments of a credit union or guarantee corporation incorporated under the Credit Union Act in force immediately before the commencement of this Act shall be made in accordance with this Act.

2009 cC-37.2 s196

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SNL1995 cC-37.1
CNLR 800/96 and
NLR 54/99 Rep.

   197. (1) The Credit Union Act is repealed.

             (2)  The Credit Union Deposit Guarantee Regulations are repealed.

             (3)  The Proclamation bringing the Credit Union Act into force, Newfoundland and Labrador Regulation 54/99, is repealed.

2009 cC-37.2 s197

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Commencement

   198. This Act comes into force on July 1, 2009 .

2009 cC-37.2 s198