Bank Act (S.C. 1991, c. 46)

Act current to 2013-05-26 and last amended on 2013-05-25. Previous Versions

Directors and Officers — Authority

Marginal note:Chief executive officer

  • 196. (1) The directors of a bank shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 198, may delegate to that officer any of the powers of the directors.

  • (2) [Repealed, 1997, c. 15, s. 24]

  • 1991, c. 46, s. 196;
  • 1997, c. 15, s. 24.
Marginal note:Appointment of officers

  • 197. (1) The directors of a bank may, subject to the by-laws, designate the offices of the bank, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 198, to manage the business and affairs of the bank.

  • Marginal note:Directors as officers

    (2) Subject to section 164, a director of a bank may be appointed to any office of the bank.

  • Marginal note:Two or more offices

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

Marginal note:Limits on power to delegate

198. The directors of a bank that is not a federal credit union may not delegate the power to

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

  • (b) fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors;

  • (c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 62, except in accordance with any authorization made by the directors;

  • (d) declare a dividend;

  • (e) authorize the redemption or other acquisition by the bank pursuant to section 71 of shares issued by the bank;

  • (f) authorize the payment of a commission on a share issue;

  • (g) approve a management proxy circular;

  • (h) except as provided in this Act, approve the annual statement of the bank and any other financial statements issued by the bank; or

  • (i) adopt, amend or repeal by-laws.

  • 1991, c. 46, s. 198;
  • 1997, c. 15, s. 25;
  • 2005, c. 54, s. 38;
  • 2010, c. 12, s. 1987.
Previous Version
Marginal note:Limits on power to delegate

198.1 The directors of a federal credit union may not delegate the power to

  • (a) submit to the members or shareholders a question or matter requiring their approval;

  • (b) admit members, except in accordance with any authorization made by the members;

  • (c) fill a vacancy among the directors, on a committee of directors or in the office of auditor;

  • (d) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 62, except in accordance with any authorization made by the directors;

  • (e) declare a dividend on membership shares or shares or allocate an amount as a patronage allocation;

  • (f) authorize the redemption or other acquisition by the federal credit union under section 71 of membership shares, or shares, issued by the federal credit union;

  • (g) authorize the payment of a commission on a share issue;

  • (h) approve a management proxy circular;

  • (i) except as provided in this Act, approve the annual statement of the federal credit union and any other financial statements it issued;

  • (j) expel members; or

  • (k) adopt or amend by-laws.

  • 2010, c. 12, s. 1988.