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SNL2009 CHAPTER C-37.2 CREDIT UNION ACT, 2009 Amended: 2014 cC-10.1 s59; 2020 c24; 2022 c24 CHAPTER C-37.2 AN ACT RESPECTING CREDIT UNIONS (Assented to
PART I
PART II
PART III
PART IV
PART V
PART VI
PART VII
PART VIII
PART IX
PART IX.1
PART X
PART XI
PART XII
PART XIII
PART XIV
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 . 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 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 ; (e.1) "credit union trade association" means an association whose members are credit unions and which provides services to credit unions; (f) "deposit " means money placed in an account in a credit union by a member; (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 guarantee corporation, (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 guarantee corporation, 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; (h.1) "federal continuance" means continuance as a federal credit union under the Bank Act (Canada); (h.2) "federal credit union" means a federal credit union as defined in the Bank Act (Canada); (h.3) "financial central" means a body corporate organized on cooperative principles by or under an Act of a province or of Canada, one of whose principal purposes is to receive deposits from and provide liquidity support to credit unions, and whose (i ) membership consists solely or primarily of credit unions, and (ii) directors are wholly or primarily persons elected or appointed by credit unions; (i ) "guarantee corporation" means the Credit Union Deposit Guarantee Corporation continued under section 133 ; (i.1) "individual" means a natural person; (i.2) "material contract" includes a contract under which a credit union (i ) employs a person as a full-time employee, (ii) retains the services of a person otherwise than as an employee, or (iii ) disposes of or acquires property whether by sale, purchase, lease or otherwise, for consideration that exceeds $5,000 in value; (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; (k.1) "officer" in respect of a credit union means (i ) the president, vice-president, secretary or treasurer, (ii) a person who performs functions for the credit union normally performed by a person mentioned in subparagraph (i ), or (iii) another person designated as an officer by the by-laws or by a resolution of the directors; (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. Part prevails
3. Where a provision of Part X is inconsistent with another provision of this Act, the provision of that Part prevails. Prohibition
4. A person shall not carry on the business of a credit union in the province unless the credit union is
(a
)
incorporated under this Act;
(b)
continued
under this Act; or
(c)
a
federal credit union. PART I Incorporation
5.
(1) Twenty or more persons who are of the age of majority 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. 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 and residence address of each 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. 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. 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 . 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. 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. 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
the person or association of persons is incorporated or continued under this Act or is a federal credit union.
(5)
Subsection (4) does not apply to the guarantee corporation.
(6) [Rep. by 2020 c24 s5] 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 interest.
(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 . 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 the judge 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. Capacity
14. A credit union has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. 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. 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; or (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. 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. 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. 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. 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. 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. PART 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. Branch office
23. A credit union may establish or relocate a branch office of the credit union as prescribed by regulation. 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 and residence addresses 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, an officer or a 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 minutes of the meetings of the board and committees and resolutions of the directors and a committee appointed by the directors. Authorization of members
24.1
(1) A credit union shall obtain the written authorization of a member before including the member's name and address in the members' register that is available for examination in accordance with section 25.
(2)
A credit union shall not disclose the name or address of a member who does not give the authorization referred to in subsection (1). 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 shall not use the register of members for purposes not related to the affairs of the credit union.
(5)
Subject to subsection 24.1(2), a credit union shall make the members' register available at any 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; 2020 c24 s10 Form of records
26.
(1) All
registers and records required by this Act to be prepared and maintained by a credit union shall be kept by the credit union in the form and manner prescribed in the regulations.
(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; 2020 c24 s11 PART IV 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. Shares other than members' equity shares
28. In addition to member equity shares, the articles of a credit union may provide for the issuing of surplus shares and other shares in accordance with the regulations. 2009 cC-37.2 s28; 2020 c24 s12 Dividend or patronage refund 29. A credit union that has met the capital requirement prescribed in the regulations may, in accordance with its by-laws, issue a dividend or patronage refund provided that the dividend or patronage refund does not reduce capital below that prescribed in the regulations. 2009 cC-37.2 s29; 2020 c24 s13 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. 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. 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. 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. 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. Member right to withdraw deposits
35. (1) A member may withdraw an amount contained in the member’s 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)
[Rep. by
2020
c24 s14]
(3) Subsection (1) does not apply to
(a)
deposits
placed with a credit union for a stated term;
(b)
an
amount contained in a deposit account on which a bill of exchange payable on demand may be drawn; or
(c)
deposits
on which a lien is placed as collateral for an amount borrowed from the credit union. 2009 cC-37.2 s35; 2020 c24 s14; 2022 c24 s2 Trust funds
36. (1) Except where the credit union is the trustee, a credit union is not required to see to the execution of a trust, whether express, implied or constructive, to which a share or deposit is subject.
(1.1)
Where an account is subject to a trust of which the credit union has notice, the cheque, bill of exchange, withdrawal slip, copy of electronic transaction or receipt of the person
(a)
in
whose name the account is held; or
(b)
who
is, according to the document creating the trust, entitled to deal with the trust, is, notwithstanding the trust, sufficient authorization to and a valid and binding discharge of the credit union and the credit union is not required to see to the application of money paid in relation to that cheque, bill of exchange, withdrawal slip, electronic transaction or receipt. 2009 cC-37.2 s36; 2020 c24 s15 Deceased members and estate policy
37. A credit union shall establish a policy relating to deceased members and their estates in accordance with the regulations. 2009 cC-37.2 s37; 2020 c24 s16 Loans
38.
A credit union shall establish loan policies in relation to the lending activities of the credit union in accordance with the regulations.
2009 cC-37.2 s38; 2020 c24 s16 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. 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. Investments
41. A credit union may make investments in addition to those referred to in subsection 40(2) only in accordance with the regulations. Doubtful loans
42. A credit union shall maintain an allowance for doubtful loans in accordance with the regulations. Equity
43. A credit union shall maintain equity in accordance with the regulations. Borrowing
44. A credit union shall not borrow money in excess of the amount prescribed by regulation. Interest rate risk
45. A credit union shall manage interest rate risk in accordance with the regulations. 2009 cC-37.2 s45; 2020 c24 s17 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. 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. Policy relating to services provided by external parties 47.1 A credit union shall establish a policy relating to services provided by an external party in accordance with the regulations. 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, a credit union may refuse to accept an application for membership if it is satisfied that it is not in the interest of the credit union to accept the application.
(3)
A person under the age of majority 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; 2020 c24 s19 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. Membership termination
50. Membership in a credit union may be terminated, withdrawn or refused in accordance with the by-laws of the credit union. 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. By-laws
52. (1) Subject to the articles of a credit union, the members of a credit union may, in accordance with the regulations, enact, amend or repeal by-laws in relation to the matters authorized or required by this Act to be dealt with in the by-laws of the credit union.
(2)
Notwithstanding subsection (1), the enactment, amendment or repeal of a by-law is not effective until it is approved by the guarantee corporation. 2009 cC-37.2 s52; 2020 c24 s20 Members bound
53. The articles and by-laws of a credit union bind the credit union and its members. Meetings
54. Meeting of the members shall be held in accordance with the by-laws of the credit union. 2009 cC-37.2 s54; 2020 c24 s21 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 guarantee corporation, 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; 2020 c24 s22 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. Notice of meetings
57.
(1) Notice of the time of a meeting of members and the manner in which the meeting is to be held shall be given to each member entitled to vote at the meeting not less than 14 days and not more than 30 days before 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; 2020 c24 s23 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. Member notice
59.
(1) A member entitled to vote at a meeting of members may
(a)
submit
to the board of directors of 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 guarantee corporation notice of the application and the guarantee corporation is entitled to appear, be represented and be heard in person or by counsel. 2009 cC-37.2 s59; 2020 c24 s24 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. Voting
61.
(1) A
member of a credit union who is the age of majority or older 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.
(3)
The by-laws of a credit union may provide for the manner of voting, including the right to vote by ballot, mail, telephone or electronic means. 2009 cC-37.2 s61; 2020 c24 s25 Corporate representation
62. (1) Where a corporation or association of persons is a member of a credit union, the credit union shall recognize an individual 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
, an individual 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 an individual.
2009 cC-37.2 s62; 2020 c24 s26 Voting by proxy
63. A member shall not vote by proxy at a meeting of members of a credit union. 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. 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. Rep. by 2020 c24 s27
66. [Rep. by 2020 c24 s27] 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 guarantee corporation at least 30 days notice of the application and the guarantee corporation is entitled to appear, to be represented and be heard in person or by counsel. Meeting called by guarantee corporation
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 guarantee corporation considers appropriate, the guarantee corporation may order a meeting to be called, held and conducted in a manner that it directs.
(2)
The guarantee corporation 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; 2020 c24 s29 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. Qualifications
70. (1) An individual who
(a
)
is a citizen or permanent resident of Canada;
(b
)
is of the age of majority or older;
(c)
is
a member of the credit union; and
(d
)
satisfies the requirements set out in the by-laws of the credit union, may
be a director of a credit union.
(2)
Notwithstanding subsection (1), the following persons are disqualified from being a director of a credit union:
(a)
an
undischarged bankrupt person;
(b)
an
employee of a credit union or the guarantee corporation;
(c)
an
individual who is not bondable;
(d)
an
auditor of the credit union or a member of the auditor's firm;
(e)
a
parent, child, grandchild, spouse, brother or sister or an in-law of an employee of the credit union, not necessarily living in the same residence of that employee;
(f)
the
solicitor of the credit union;
(g)
a
director or employee of a bargaining agent for the employees of the credit union; or
(h)
a
public employee whose official duties are concerned with the affairs of credit unions. 2009 cC-37.2 s70; 2020 c24 s30 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)
[Rep. by 2020 c24 s31]
(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; 2020 c24 s31 Ceasing to hold office
72.
(1) A director of a credit union ceases to hold office when the director
(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. 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 guarantee corporation may appoint a director to fill that vacancy. 2009 cC-37.2 s73; 2020 c24 s32 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), the director may request that the credit union send to members of the credit union and the guarantee corporation, 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 guarantee corporation. (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; 2020 c24 s33; 2022 c24 s4 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 director shall hold office until an election is held, which election shall be held no later than the next annual general meeting. 2009 cC-37.2 s75; 2020 c24 s34 Notice of change of directors
76. (1) Where there is a change in the directors of a credit union, the credit union shall send to the superintendent and the guarantee corporation a notice setting out the change and the superintendent shall file the notice.
(2)
A credit union shall send the notice referred to in subsection (1) to the superintendent and the guarantee corporation
(a)
within
30 days after the change of directors; or
(b)
on
or before the time specified by the guarantee corporation where the guarantee corporation has approved an extension of the 30 day period referred to in paragraph (a).
(3)
A person, the superintendent or the guarantee corporation may apply to the court for an order requiring a credit union to comply with subsection (1), and on the application the court may make the order and any further orders it thinks appropriate.
(4)
A director named in the articles or in a notice sent by the credit union to the superintendent and the guarantee corporation under subsection (1) is presumed for the purposes of this Act to be a director of the credit union.
2009 cC-37.2 s76; 2020 c24 s35 Meetings
77.
(1) Unless
the articles or by-laws otherwise provide, the directors of a credit union may meet in a manner and on the 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; 2020 c24 s36 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. 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. 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. 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. 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. Duty to report
83. Where a director becomes aware that the credit union is unable to make a payment that it is required to make, the director shall immediately give written notice of the matter to the guarantee corporation. 2009 cC-37.2 s83; 2020 c24 s37 Disclosure of interest in material contract 83.1 A director or an officer of a credit union shall disclose to the credit union the nature and extent of the director’s or officer’s interest in a material contract or proposed material contract in accordance with the regulations. 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. 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. 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 director and an officer of a credit union shall comply with this Act, the regulations and the articles and by-laws of the credit union. (2.1) A provision in a contract, the articles, the by-laws or a resolution shall not relieve a director or an officer from (a) the duty to act in accordance with this Act or the regulations; or (b) from liability for a contravention of this Act or the regulations. (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; 2020 c24 s39 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 the director’s 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
the director’s 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 the person
is not liable under section 82 . 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
the director's, officer's, acting director's or acting officer's
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
the director, officer, acting director or acting officer
in relation to a civil, criminal or administrative action or proceeding to which
the director, officer, acting director or acting officer
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 the person 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 at least 15 days before the date set for the hearing 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; 2020 c24 s40; 2022 c24 s7 PART Fiscal year
89. The fiscal year of a credit union ends on December 31 of each year. Annual returns
90. (1) A credit union shall, within the time period prescribed in the regulations, 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 and residence addresses of the directors of the credit union;
(e)
the
names and residence 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 guarantee corporation 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 guarantee corporation may require a credit union to file, within a time that it specifies, an additional return containing other information that the guarantee corporation 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; 2020 c24 s41 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 International Financial Reporting Standards.
(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; 2020 c24 s42 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. 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). 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 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) Where a meeting is called for the purpose of removing an auditor from office, notice of the meeting shall be given to the guarantee corporation at least 30 days before the meeting and the guarantee corporation is entitled to be represented and heard at the meeting. 2009 cC-37.2 s95; 2020 c24 s43 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. 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. 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) [Rep. by 2020 c24 s44] 2009 cC-37.2 s98; 2020 c24 s44 Examinations by auditor
99.
(1) The auditor of a credit union shall make those examinations that the auditor considers necessary to enable the auditor 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 International Financial Reporting Standards.
2009 cC-37.2 s99; 2020 c24 s45; 2022 c24 s8 Guarantee corporation
may
enlarge scope
100.
(1) 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; 2020 c24 s46 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. 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)
the
examination has been made in accordance with International Financial Reporting Standards; and
(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; 2020 c24 s47 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) Where a director or an officer becomes aware of an error or misstatement in a financial statement that the auditor or former auditor reported on, the director or officer shall immediately notify the audit committee and the auditor.
(5)
Where an auditor or former auditor of a credit union is notified or becomes aware of an error or misstatement in a financial statement that the auditor reported on, the auditor or former auditor shall immediately inform each director where, in the auditor's opinion, the error or misstatement is material.
(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; (a.1) prepare a letter outlining the error or misstatement and attach it to the revised financial statement referred to in paragraph (a); and
(b)
otherwise
inform the members and the guarantee corporation.
(7) [Rep. by 2020 c24 s48] 2009 cC-37.2 s103; 2020 c24 s48 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, the auditor shall provide a copy to the guarantee corporation within 14 days of completion of the audited financial statements. 2009 cC-37.2 s104; 2020 c24 s49; 2022 c24 s9 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. 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. Qualified privilege
107. An oral or written statement or report made under this Act by the auditor of a credit union has qualified privilege. 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). Amendment of articles
109.
(1) Subject to the approval of the guarantee corporation under section 110, 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; 2020 c24 s50 Approval of articles
110.
(1) Where a credit union amends its articles under section 109, the articles of amendment shall, within 3 months of the date of the resolution of the members authorizing the amendment, be sent to the guarantee corporation for approval.
(2)
T
he guarantee corporation shall refuse to accept articles of amendment that are not submitted to the guarantee corporation within the 3 month period referred to in subsection (1).
(3)
Where the guarantee corporation is satisfied that the articles of amendment are advisable, the guarantee corporation may approve the articles of amendment and forward them to the superintendent for filing. 2009 cC-37.2 s110; 2020 c24 s51 Certificate of amendment
111.
On receipt of the articles of amendment, the superintendent shall file the articles of amendment and issue a certificate of amendment in accordance with section 182.
2009 cC-37.2 s111; 2020 c24 s51 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. Restated articles
113. (1) A credit union may, and shall when directed by the guarantee corporation, restate the articles of incorporation as amended.
(2)
Restated articles of incorporation in the required form shall be sent to the guarantee corporation for approval.
(3)
Where the guarantee corporation approves the restated articles of incorporation, the guarantee corporation shall forward the restated articles of incorporation to the superintendent for filing.
(4)
On receipt of the restated articles of incorporation, the superintendent shall file the restated articles of incorporation and issue a restated certificate of incorporation in accordance with section 182.
(5)
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; 2020 c24 s52 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. 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 residence address of each proposed director of the amalgamated credit union;
(d) [Rep. by 2020 c24 s53]
(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; 2020 c24 s53 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. 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 guarantee corporation for approval.
(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 guarantee corporation 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.
(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.
(5)
Where the guarantee corporation is satisfied that the amalgamation is advisable, the guarantee corporation may approve the articles of amalgamation and forward them to the superintendent for filing. 2009 cC-37.2 s117; 2020 c24 s54 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. Certificate and effect of amalgamation
119. (1) On receipt of articles of amalgamation, the superintendent shall file the articles of amalgamation 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; 2020 c24 s55 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. 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 an 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;
and
(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.
(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 proposed to sell, lease or exchange all, or substantially all of its property under section 120. 2009 cC-37.2 s121; 2020 c24 s56 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. 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
(
(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. PART IX Mandatory dissolution
124. A credit union that does not have property and liabilities shall be dissolved by special resolution of the members. 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. 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 for approval. (4.1) Where the guarantee corporation is satisfied that the credit union is able to discharge all of its obligations and liabilities before dissolution, the guarantee corporation shall approve the statement of intent to dissolve and forward it to the superintendent for filing.
(5)
On receipt of a statement of intent to dissolve, the superintendent shall file the statement of intent to dissolve and 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) A certificate of intent to dissolve may be revoked where (a) the revocation is approved in the same manner as the resolution under subsection (3); and (b) the credit union sends a statement of revocation of intent to dissolve in the required form to the guarantee corporation for approval before a certificate of dissolution has been issued.
(8.1)
Where
the guarantee corporation is satisfied with the statement of revocation of intent to dissolve, the guarantee corporation shall approve the statement of revocation of intent to dissolve and forward it to the superintendent for filing.
(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; 2020 c24 s57
Articles of dissolution and certificate 127. (1) Articles of dissolution shall be sent to the guarantee corporation for approval.
(2)
Where the guarantee corporation is satisfied with the articles of dissolution, the guarantee corporation shall approve the articles of dissolution and forward them to the superintendent for filing.
(3)
On receipt of articles of dissolution, the superintendent shall file the articles of dissolution and issue a certificate of dissolution in accordance with section 182
.
(4)
The credit union ceases to exist on the date shown in the certificate of dissolution. 2009 cC-37.2 s127; 2020 c24 s58 Custody of records
128. The guarantee corporation shall retain the documents and records of a dissolved credit union for the period prescribed in the regulations. 2009 cC-37.2 s128; 2020 c24 s59 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. 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. Effect of Bankruptcy and Insolvency Act (
131.
(1) This Part does not apply to a credit union that is bankrupt within the meaning of the Bankruptcy and Insolvency Act
(
(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
( PART IX.1 Statement of intent to apply for federal continuance
131.1
(1) A credit union that satisfies the requirements of this Part may apply to the Minister of Finance of Canada for federal continuance.
(2)
The directors of a credit union that is proposing to apply for federal continuance shall provide to the guarantee corporation a statement of intent to apply for federal continuance on a form provided by the guarantee corporation at least 60 days before sending a notice of a meeting of the members of the credit union for the purposes of seeking their approval for federal continuance.
(3)
A notice of meeting of members shall be sent in accordance with section 57 and shall include the information and documentation prescribed in the regulations. Authorization of application
131.2
(1) An
application for federal continuance is not authorized until it is approved by
(a)
the
members of the credit union by special resolution; and
(b)
the
guarantee corporation in writing.
(2)
The guarantee corporation may approve an application for federal continuance only where
(a)
the
guarantee corporation is satisfied that the federal continuance is advisable and will not adversely affect
(i
)
the
members, shareholders or creditors of the credit union; or
(ii)
other
credit unions in the province; and
(b)
the
credit union has filed a declaration verifying compliance with the Bank Act
(Canada).
(3)
Where the guarantee corporation is advised of a material change in the circumstances that supported the approval of the application for federal continuance, the guarantee corporation may revoke the approval at any time before the issuance of letters patent continuing the credit union as a federal credit union under the Bank Act
(Canada).
(4)
Where authorized by the members of the credit union at the time they approved the application for federal continuance, the directors of the credit union may abandon the application without further approval of the members. Certificate of discontinuance
131.3
(1) On receipt of a notice that establishes to the satisfaction of the guarantee corporation that letters patent continuing a credit union as a federal credit union under the Bank Act
(Canada) have been issued, the guarantee corporation shall notify the superintendent and the superintendent shall file the notice and issue a certificate of dissolution in accordance with section 127.
(2)
A notice referred to in subsection (1) shall be considered to be articles of dissolution required to be filed with the superintendent for the purposes of section 127.
(3)
A credit union is considered to have been dissolved and this Act ceases to apply to it on the date set out in the certificate of dissolution which, notwithstanding subsection 127(4), shall be the same date as the effective date of the federal continuance of the credit union set out in the letters patent issued to the credit union. No reimbursement of levies paid
131.4
A credit union that is continued as a federal credit union is not entitled to reimbursement of any levy or any portion of a levy paid under this Act. PART X Application
132. This Part applies to the Credit Union Deposit Guarantee Corporation. 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. 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; (c.1) to ensure that credit union by-laws comply with this Act and the regulations; (c.2) to notify the superintendent of the matters prescribed in the regulations that may impact credit unions, credit union members or the guarantee corporation;
(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; 2020 c24 s61 Capacity
135. The guarantee corporation has the capacity, rights, powers and privileges of a natural person. Powers
136.
(1) 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; (i.1) impose terms, conditions and restrictions on approvals granted by it under this Act; (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;
(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; (p.1) issue directives to credit unions with respect to the interpretation and clarification of this Act as it relates to the powers and duties of the guarantee corporation; (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. (2) Notwithstanding paragraph (1)( n), the policies and guidelines established by Treasury Board shall apply to all employees engaged by the board. 2009 cC-37.2 s136; 2020 c24 s62; 2022 c24 s10 Board
137. (1) The affairs of the guarantee corporation shall be administered by a board of directors consisting of 8 members who shall be appointed in accordance with the regulations.
(2)
A person who is a citizen or permanent resident of Canada and at least the age of majority 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, a credit union or a financial central shall not be appointed as a director of the guarantee corporation. 2009 cC-37.2 s137; 2020 c24 s63 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.
(2.1)
The
policies and guidelines established by Treasury Board shall apply to all officers and committees appointed in accordance with subsection (2).
(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; 2022 c24 s11 Disclosure of interest in material contract 138.1 A director or an officer of the guarantee corporation shall disclose to the guarantee corporation the nature and extent of the director's or officer's interest in a material contract or proposed material contract in accordance with the regulations. Vacancy
139.
Where a vacancy occurs in the board of directors of the guarantee corporation, the vacancy shall be filled in accordance with the regulations. 2009 cC-37.2 s139; 2020 c24 s65 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 in accordance with the regulations. 2009 cC-37.2 s140; 2020 c24 s65 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. Quorum
142.
(1) The
quorum of the board shall be determined in accordance with the regulations.
(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) [Rep. by 2020 c24 s66] 2009 cC-37.2 s142; 2020 c24 s66; 2022 c24 s12 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 and duties of the officers and agents 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; 2022 c24 s13 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), the guarantee corporation shall, as soon as possible after the obligation arises, make the payment to the person who appears entitled to the payment according to the records of the credit union holding the deposit. (2.1) A payment under this section is limited to the amount prescribed in the regulations.
(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; 2020 c24 s67 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) [Rep. by 2020 c24 s68] 2009 cC-37.2 s145; 2020 c24 s68 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. 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. 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. 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. Records
150. The board shall keep proper records of the affairs of the guarantee corporation. Fiscal year
151. (1) The fiscal year of the guarantee corporation ends on March 31 in each year. (2) Notwithstanding subsection (1), the fiscal year 2023 shall commence on January 1, 2022 and end on March 31, 2023. 2009 cC-37.2 s151; 2022 c24 s14 Annual budget 151.1 (1) The board shall submit its annual budget to the minister for approval no later than the date set by the minister. (2) Notwithstanding subsection (1), the board's budget for the period January 1, 2023 to March 31, 2023 shall be approved at 25% of the total approved budgeted expenditures for the period January 1, 2022 to December 31, 2022. Audit
152. The books and accounts of the guarantee corporation shall be examined, checked and audited at least once each year. 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. Payment of levy
154. A credit union shall pay to the guarantee corporation the amounts levied by the guarantee corporation. 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, upon the request of a credit union, provide a copy of its financial statements and auditor's report to the credit union. 2009 cC-37.2 s155; 2020 c24 s69 PART XI 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. 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 and guarantee corporation 30 days notice of the application and the superintendent and guarantee corporation are 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; 2020 c24 s70 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. 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. 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. 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. 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. Application for direction
163. The superintendent or guarantee corporation may apply to the court for direction in relation to a matter concerning the superintendent's or guarantee corporation'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; 2020 c24 s71 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. Review and examination
165. 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; 2020 c24 s72 Examination powers
166. (1) For the purpose of the examination referred to in section 165 , a credit union shall prepare and submit to the guarantee corporation, the information with respect to its business and affairs, in addition to the returns required under Part VII, that the guarantee corporation may require.
(2)
Upon an examination, the guarantee corporation or a person that the guarantee corporation may authorize has the powers of a commissioner appointed under the Public Inquiries Act, 2006
.
2009 cC-37.2 s166; 2020 c24 s72 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. 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.
Offence
169. (1) A person who does, or assists in doing, any of the following commits an offence, and is liable on conviction, for each offence, in the case of an individual, to a fine of not less than $1,000 and not more than $25,000 or to imprisonment for a term of not more than 6 months, or to both and in the case of a corporation, to a fine of not less than $10,000 and not more than $50,000:
(a)
makes a statement in any information or material submitted, sent, provided, produced, delivered or given to or filed with the superintendent, the guarantee corporation or any person acting under the authority of the superintendent or the guarantee corporation that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
(b)
makes a statement in any information or material required to be submitted, sent, provided, produced, delivered, given or filed under this Act or the regulations that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading; or
(c)
withholds
, destroys, conceals, alters or refuses to produce any information or thing reasonably required for the purpose of an administrative action or proceeding under this Act or the regulations.
(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) Without limiting the availability of other defences, a person does not commit an offence under paragraph (1)( a) or (b) where
(a)
the person did not know and in the exercise of due diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made; and
(b)
on becoming aware that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading, the person notified the superintendent or guarantee corporation. 2009 cC-37.2 s169; 2020 c24 s73 General offence
170. A person who does any of the following commits an offence, and is liable on conviction, for each offence, in the case of an individual, to a fine of not less than $1,000 and not more than $25,000 and in the case of a corporation, to a fine of not less than $10,000 and not more than $50,000:
(a)
contravenes
or fails to comply with provision of this Act or the regulations;
(b)
contravenes
or fails to comply with a decision, ruling, interim order or direction of the superintendent or the guarantee corporation made or given under this Act or the regulations; or
(c)
contravenes
or fails to comply with a written undertaking made by the person to the superintendent or the guarantee corporation under this Act or the regulations. 2009 cC-37.2 s170; 2020 c24 s74 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. 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, the regulations, the articles or the by-laws of the credit union or orders, directions or notices of the superintendent or the guarantee corporation, the superintendent or the guarantee corporation may where
(a)
an
action has not been brought, bring and maintain an action without leave; or
(b)
where
an action has been brought, apply to the court to be added as a plaintiff and to be given conduct of the action.
(2)
Money recovered by the superintendent or the guarantee corporation under subsection (1) 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. 2009 cC-37.2 s172; 2020 c24 s75 PART XII Supervision of credit union
173. (1) 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 place the credit union under the supervision of the guarantee corporation or another person appointed by the guarantee corporation.
(2)
Where the guarantee corporation has placed a credit union under supervision under subsection (1), the guarantee corporation shall notify
(a)
the
superintendent;
(b)
the
auditor of the credit union;
(c)
the
financial central; and
(d)
other
entities the guarantee corporation determines require notice of the supervision. 2009 cC-37.2 s173; 2020 c24 s76 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
. 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.
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. 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. 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. 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 residence 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; 2020 c24 s77 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 on the fifth business day 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 on or before 4 p.m., or the next business day, 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
the superintendent determines that there are reasonable grounds to believe that the credit union did not receive the notice or the document at that time or at all. 2009 cC-37.2 s180; 2020 c24 s78 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. 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. 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. 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. 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 or the guarantee corporation 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; 2020 c24 s79 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. 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. 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. Examination of documents
189.
(1) A
person who has paid the required fee is entitled, during usual business hours, to examine
(a)
orders
of the superintendent and notices, articles and by-laws of a credit union filed with the superintendent; and
(b)
orders
of the guarantee corporation and annual returns filed with the guarantee corporation.
(2)
The superintendent shall provide a copy of a document referred to in paragraph (1)(
a) and the guarantee corporation shall provide a copy of a document referred to in paragraph (1)(b) to a person where the person
(a)
requests
a copy of the document; and
(b)
pays
the required fee for the copying of the document. 2009 cC-37.2 s189; 2020 c24 s80 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 the time period prescribed in the regulations. 2009 cC-37.2 s190; 2020 c24 s81 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 the superindendent’s
absence.
(2)
The superintendent shall
(a)
act
under the instructions of the minister;
(b)
direct the board of the guarantee corporation to complete an external review of the guarantee corporation activities satisfactory to the superintendent at least every 5 years and provide the report to the superintendent; and
(c)
carry
out the duties that may be required or authorized under this Act.
(3)
The superintendent may
(a)
make
inquiries and request documentation as necessary to ensure that the guarantee corporation is in compliance with this Act, the regulations or an order;
(b)
issue directives with respect to the interpretation and clarification of this Act and the regulations as it relates to the powers and duties referred to in this section; and
(c)
exercise
the powers that may be required or authorized under this Act. 2009 cC-37.2 s191; 2020 c24 s82; 2022 c24 s16 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) [Rep. by 2020 c24 s83] 2009 cC-37.2 s192; 2020 c24 s83 Protection from liability 192.1 An action for damages does not lie against the minister, the superintendent, the guarantee corporation, the supervisor or a person directed by them, for anything done or omitted to be done in good faith under this Act or the regulations. 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; (h.1) prescribing the form and manner in which records are to be kept; (h.2) respecting the issuance of surplus shares and other shares;
(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; (k.1) respecting policies to be established by a credit union in relation to deceased members and their estates and the terms, conditions, restrictions or limitations in relation to those 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 interest rate risk under section 45 ; (r.1) respecting policies to be established by a credit union in relation to services provided by external parties and the terms, conditions, restrictions or limitations in relation to those policies; (r.2) respecting the enactment, amendment and repeal of the by-laws of a credit union;
(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; (w.1) respecting the requirement that a director or officer of a credit union disclose the director’s or officer’s interest in a material contract; (x) respecting information to be shown in the return of a credit union for the purpose of section 90 ; (x.1) prescribing the time period in which a credit union is required to file a return 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); (z.1) prescribing the information and documentation to be included in a notice of meeting for the purposes of subsection 131.1(3); (z.2) prescribing the time period for which the guarantee corporation is required to retain the documents and records of a dissolved credit union; (aa ) requiring or authorizing the guarantee corporation to do certain things for the purpose of section 134 ; (aa.1) prescribing matters for the purposes of paragraph 134(c.2); (bb ) respecting the making of investments by the guarantee corporation including prohibitions, conditions, restrictions or limitations in relation to those investments; (bb.1) respecting the requirement that a director or officer of the guarantee corporation disclose the director’s or officer’s interest in a material contract;
(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);
(ff.1)
respecting vacancies in the board of directors of the guarantee corporation and removal of directors from the board of directors of the guarantee corporation; (ff.2) respecting the quorum of the board; (gg ) respecting the amount to which deposits are insured for the purpose of section 144 ; (gg.1) prescribing the amount that payments are limited for the purposes of subsection 144(2.1); (gg.2) prescribing the time period for the purpose of subsection 190(3);
(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; 2020 c24 s85; 2022 c24 s17 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. PART XIV 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. 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. SNL1995 cC-37.1
197.
(1) The Credit (2) The Credit Union Deposit Guarantee Regulations are repealed.
(3)
The Proclamation bringing the Credit Union Act into force, Commencement
198.
This Act comes into force on ©Queen's Printer |