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An Act to amend the law governing financial institutions and to provide for related and consequential matters (S.C. 2007, c. 6)

Assented to 2007-03-29

PART 21991, c. 48AMENDMENTS TO THE COOPERATIVE CREDIT ASSOCIATIONS ACT

Marginal note:2001, c. 9, ss. 260 and 261

143. Sections 36 and 37 of the Act are replaced by the following:

Marginal note:Name

36. The name of an association shall include

  • (a) the word “cooperative” or “coopérative”, along with another word or expression indicating the financial nature of the association;

  • (b) the phrase “central credit union”, “credit union central” or “fédération de caisses populaires”;

  • (c) any combination or derivative of words and phrases referred to in paragraphs (a) and (b); or

  • (d) any word or phrase specified by the Minister.

Marginal note:Affiliated entity

37. Despite section 35, an association that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.

Marginal note:2001, c. 9, s. 265

144. Paragraph 50(1)(c) of the Act is replaced by the following:

  • (c) two local cooperative credit societies not all of which are incorporated under the laws of one province; or

145. Paragraph 67(2)(a) of the English version of the Act is replaced by the following:

  • (a) receive dividends declared on the membership shares; and

Marginal note:2005, c. 54, s. 146(2)

146. Subsection 71(5) of the English version of the Act is replaced by the following:

  • Marginal note:Material to Superintendent

    (5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors.

147. The Act is amended by adding the following after section 80:

Marginal note:Exception — conditions before acquisition

  • 80.1 (1) An association may permit any of its subsidiaries to acquire shares of the association through the issuance of those shares by the association to the subsidiary if the conditions prescribed for the purposes of this subsection are met before the subsidiary acquires the shares.

  • Marginal note:Conditions after acquisition

    (2) After a subsidiary has acquired shares under the purported authority of subsection (1), the conditions prescribed for the purposes of this subsection must be met.

  • Marginal note:Non-compliance with conditions

    (3) If an association permits any of its subsidiaries to acquire shares of the association under the purported authority of subsection (1) and one or more of the conditions prescribed for the purposes of subsections (1) and (2) were not met, are not met or cease to be met, as the case may be, then, despite section 17 and subsection 75(2), the association must comply with the prescribed requirements.

148. Section 82 of the Act is amended by adding the following after subsection (4):

  • Marginal note:Exception

    (4.1) Subsection (4) does not apply if

    • (a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 292(4); and

    • (b) there is to be no return of capital to members or shareholders as a result of the reduction.

Marginal note:2001, c. 9, s. 272(1)

  • 149. (1) Subsections 86(1) and (2) of the Act are replaced by the following:

    Marginal note:Declaration of dividend

    • 86. (1) The directors of an association may declare and an association may pay a dividend by issuing fully paid membership shares or options or rights to acquire membership shares to members or fully paid shares or options or rights to acquire fully paid shares to members or shareholders and, subject to subsection (4), the directors of an association may declare and an association may pay a dividend in money or property, and if a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.

    • Marginal note:Notice to Superintendent

      (2) The directors of an association shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment.

  • Marginal note:2001, c. 9, s. 272(2)

    (2) Subsection 86(5) of the Act is repealed.

Marginal note:2001, c. 9, s. 276

150. Subsection 169(2) of the Act is replaced by the following:

  • Marginal note:Residency requirement

    (2) The majority of the directors of an association must be, at the time of each director’s election or appointment, resident Canadians.

Marginal note:2001, c. 9, s. 283(2)

151. Subsection 221(2) of the Act is replaced by the following:

  • Marginal note:Effective date of by-law

    (2) A by-law respecting a change to the name of the association is not effective until it is approved by the Superintendent.

  • Marginal note:Letters patent

    (3) If the name of an association or the province in Canada in which the head office of the association is situated is changed under this section, the Superintendent may issue letters patent to amend the association’s incorporating instrument accordingly.

  • Marginal note:Effect of letters patent

    (4) Letters patent issued under subsection (3) become effective on the day stated in the letters patent.

152. Section 228 of the Act is replaced by the following:

Marginal note:Approval of agreement by Superintendent

228. An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 229(4) by the members and the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.

153. Paragraph 233(3)(f) of the Act is replaced by the following:

  • (f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.

Marginal note:2001, c. 9, s. 289

154. Section 233.2 of the Act is replaced by the following:

Marginal note:Agreement to Superintendent

233.2 A sale agreement must be sent to the Superintendent before it is submitted to members and shareholders of the selling association under subsection 233.3(1).

155. Paragraph 235(1)(d) of the English version of the Act is replaced by the following:

  • (d) particulars of any authorizations, conditions and limitations established by the Superintendent under section 61 or subsection 62(1) that are from time to time applicable to the association; and

Marginal note:2005, c. 54, s. 189

156. Section 242 of the Act is replaced by the following:

Marginal note:Requirement to maintain copies and process information in Canada

  • 242. (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for an association to maintain, in another country, copies of records referred to in section 235 or of its central securities register or for an association to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for an association to do any of those activities in another country — the Superintendent shall direct the association to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada.

  • Marginal note:Association to comply

    (2) An association shall without delay comply with any direction issued under subsection (1).

Marginal note:1991, c. 48, par. 496(c)

157. Section 284 of the Act is replaced by the following:

Marginal note:Trustee qualifications

284. A trustee, or at least one of the trustees if more than one is appointed, must be

  • (a) a trust company pursuant to subsection 57(2) of the Trust and Loan Companies Act; or

  • (b) a body corporate that is incorporated under the laws of a province and authorized to carry on business as a trustee.

  • 158. (1) The portion of subsection 354(1) of the French version of the Act before paragraph (a) is replaced by the following:

    Marginal note:Restrictions à l’acquisition

    • 354. (1) Il est interdit à une personne ou à l’entité qu’elle contrôle d’acquérir, sans l’agrément du ministre, des actions d’une association ou le contrôle d’une entité qui détient de telles actions si l’acquisition, selon le cas :

  • (2) Subsection 354(2) of the Act is replaced by the following:

    • Marginal note:Amalgamation, etc., constitutes acquisition

      (2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares of an association, the entity is deemed to be acquiring a significant interest in that class of shares of the association through an acquisition for which the approval of the Minister is required under subsection (1).

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