1. (1) The following definitions apply in this By-law.

“Act”

“Act” means the Canada Deposit Insurance Corporation Act. (Loi)

“applicant”

“applicant” means a provincial institution that makes an application to the Corporation for deposit insurance. (demandeur)

“associate”

“associate”, when used to indicate a relationship with a person, means

• (a) a corporation of which that person beneficially owns, directly or indirectly, voting securities that carry more than 10 per cent of the voting rights attached to all of the outstanding voting securities of the corporation;

• (b) a partner of that person; or

• (c) a trust or an estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or in a similar capacity. (associé)

“beneficial ownership”

“beneficial ownership” includes ownership through one or more trustees, legal representatives, agents or mandataries or other intermediaries. (véritable propriétaire)

“common-law partnership”

“common-law partnership” means the relationship between two individuals who are cohabiting in a conjugal relationship, having so cohabited for a period of at least one year. (union de fait)

“corporation”

“corporation” means an incorporated body wherever or however incorporated. (personne morale)

“direction”

“direction”, in respect of the voting securities of an entity, means the power, alone or in combination with one or more persons, directly or indirectly, to exercise or direct the exercise of the voting rights attached to those securities. (haute main)

“entity”

“entity” means a corporation, a trust, a partnership, a fund, an unincorporated association or organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of those rights, the government of a foreign country or any political subdivision of that government or any agency of that government or of that political subdivision. (entité)

“financial statements”

“financial statements” includes a balance sheet, a statement of retained earnings, an income statement and a statement of changes in financial position. (états financiers)

“forecast”

“forecast” means information in respect of prospective results of the operations and financial position or changes in the financial position of an entity, based on assumptions made in respect of future economic conditions and planned courses of action for a specified period, given management’s judgment as to the most probable set of economic conditions. (prévisions)

“influence”

“influence”, in respect of an entity, means the power to exercise an influence, directly or indirectly and alone or in combination with one or more persons, over the management and policies of the entity, whether through the beneficial ownership of voting securities or otherwise. (influence)

“material”

“material”, in respect of any matter, means a matter that has or may reasonably be expected to have a bearing on the decision of the Corporation as to whether to approve an applicant for deposit insurance. (important)

“misrepresentation”

“misrepresentation” means an untrue statement made in respect of a material fact or a statement that is misleading in the context in which it is made due to the omission of a material fact. (fausse déclaration)

“officer”

“officer” means

• (a) in respect of a corporation, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other individual designated as an officer of the corporation by by-law or by a resolution of its directors; and

• (b) in respect of any other entity, any individual designated as an officer of the entity. (dirigeant)

“person”

“person” means an individual or an entity and includes a legal representative. (personne)

“promoter”

“promoter” means a person who

• (a) acting alone or in conjunction with one or more other persons, participates directly or indirectly in the founding, organizing or substantial reorganizing of the business of an applicant; or

• (b) in connection with the founding, organizing or substantial reorganizing of the business of an applicant, directly or indirectly receives, in consideration of services or property or both services and property, five per cent or more of any class of securities of the applicant or five per cent or more of the proceeds from the sale of any class of securities of a particular issue, other than a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property but does not otherwise take part in the founding, organizing or substantial reorganizing of the business of the applicant. (promoteur)

“regulatory authority”

“regulatory authority” means a supervisory or regulatory authority of financial institutions, capital markets, securities transactions or commodity futures that has jurisdiction over an applicant. (organisme de réglementation)

“relative”

“relative”, in respect of a person who is an individual, means an individual related to that person by birth, adoption, marriage or common-law partnership. (parent)

“subsidiary”

“subsidiary”, when used to indicate a relationship between one corporation and another, means a corporation that is controlled by that other corporation. (filiale)

(2) For the purposes of this By-law,

• (a) a person controls a corporation if securities of the corporation, to which are attached more than 50 per cent of the votes that may be cast to elect directors of the corporation, are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation;

• (b) a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interest in the entity, however designated, is beneficially owned by the person and the person is able to direct the business and affairs of the entity;

• (c) the general partner of a limited partnership controls the limited partnership; and

• (d) a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity.

(3) For the purposes of this By-law, a person who controls an entity is considered to control any other entity that is controlled, or is considered to be controlled, by the entity.

(4) For the purposes of this By-law, a person is considered to control an entity where the aggregate of any securities of the entity that are beneficially owned by the person and any securities of the entity that are beneficially owned by any entity controlled by that person is such that, if that person and all of the entities that beneficially own securities of the entity were one person, that person would control the entity.