Marginal note:Conduct review committee
200. (1) The conduct review committee of an association shall consist of at least three directors.
(2) None of the members of the conduct review committee may be
(a) employees of the association or of a subsidiary of the association; or
(b) officers of the association or of a subsidiary of the association who are involved in the day-to-day operation of the association or subsidiary.
Marginal note:Duties of conduct review committee
(3) The conduct review committee of an association shall
(a) require the management of the association to establish procedures for complying with Part XII;
(b) review those procedures and their effectiveness in ensuring that the association is complying with Part XII; and
(c) review the practices of the association to ensure that any transactions with related parties of the association that may have a material effect on the stability or solvency of the association are identified.
Marginal note:Association report to Superintendent
(4) An association shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a).
Marginal note:Committee report to directors
(5) After each meeting of the conduct review committee of an association, the committee shall report to the directors of the association on matters reviewed by the committee.
Marginal note:Directors report to Superintendent
(6) Within ninety days after the end of each financial year, the directors of an association shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3).
- 1991, c. 48, s. 200;
- 1997, c. 15, s. 127;
- 2001, c. 9, s. 278.
Directors and Officers — Authority
Marginal note:Appointment of officers
201. (1) The directors of an association may, subject to the by-laws, designate the offices of the association, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 202, to manage the business and affairs of the association.
Marginal note:Directors as officers
(2) Subject to section 171, a director of an association may be appointed to any office of the association.
Marginal note:Two or more offices
(3) Two or more offices of an association may be held by the same person.
Marginal note:Limits on power to delegate
202. The directors of an association may not delegate any of the following powers, namely, the power to
(a) submit to the members or shareholders a question or matter requiring their approval;
(b) admit members;
(c) fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors;
(d) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 71, except in accordance with any authorization made by the directors;
(e) declare a dividend on membership shares or shares, a payment of a bonus on any deposit or a patronage allocation;
(f) authorize the redemption or other acquisition by the association pursuant to section 79 of membership shares or shares issued by the association;
(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 association and any other financial statements issued by the association;
(j) expel members; or
(k) adopt or amend by-laws.
- 1991, c. 48, s. 202;
- 1997, c. 15, s. 128;
- 2005, c. 54, s. 175.
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