Jobs and Economic Growth Act (S.C. 2010, c. 12)
Full Document:
Assented to 2010-07-12
1996. The portion of subsection 217(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:By-laws
217. (1) The directors of a bank that is not a federal credit union may make, amend or repeal any by-laws, in the manner set out in subsections (2) and (3) and sections 218 to 222, to
Marginal note:2001, c. 9, s. 84
1997. Subsection 223(1) of the Act is replaced by the following:
Marginal note:Application to amalgamate
223. (1) On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including banks that are not federal credit unions and bank holding companies, the Minister may issue letters patent amalgamating and continuing the applicants as one bank, other than a federal credit union.
Marginal note:Application to amalgamate — federal credit unions
(1.1) On the joint application of two or more federal credit unions, the Minister may issue letters patent amalgamating and continuing the applicants as one federal credit union.
1998. (1) Subsection 224(2) of the Act is amended by adding the following after paragraph (a):
(a.1) if the amalgamated bank is to be a federal credit union, a statement that the amalgamated bank will be organized and carry on business on a cooperative basis in accordance with section 12.1;
(2) Paragraphs 224(2)(c) and (d) of the Act are replaced by the following:
(c) the manner in which the shares or membership shares of each applicant are to be converted into shares or other securities, or into membership shares, of the amalgamated bank;
(d) if any shares or membership shares of an applicant are not to be converted into shares or other securities, or into membership shares, of the amalgamated bank, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities, or membership shares, of the amalgamated bank;
(3) Subsection 224(3) of the Act is replaced by the following:
Marginal note:Cross ownership of shares
(3) If shares or membership shares of one of the applicants are held by or on behalf of another of the applicants, other than shares or membership shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares or membership shares when the amalgamation becomes effective without any repayment of capital in respect of them, and no provision may be made in the agreement for the conversion of those shares or membership shares into shares or membership shares of the amalgamated bank.
Marginal note:2007, c. 6, s. 14
1999. Section 225 of the English version of the Act is replaced by the following:
Marginal note:Approval of agreement by Superintendent
225. An amalgamation agreement must be submitted to the Superintendent for approval, and any approval of the agreement under subsection 226(4) by the holders of any class or series of shares of an applicant, and, if applicable, by the members, is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
2000. (1) Subsection 226(1) of the Act is replaced by the following:
Marginal note:Approval
226. (1) The directors of each applicant must submit an amalgamation agreement for approval to a meeting of the shareholders of the applicant — or, if the applicant is a federal credit union, to a meeting of its members and to a meeting of its shareholders, if any.
(2) Subsections 226(4) and (5) of the Act are replaced by the following:
Marginal note:Special resolution
(4) Subject to subsection (3), an amalgamation agreement is approved when the shareholders of each applicant bank or body corporate have approved the amalgamation by special resolution or, if an applicant bank is a federal credit union, the members and shareholders, if any, have approved the amalgamation by separate special resolutions.
Marginal note:Termination
(5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant even if the agreement has been approved by the shareholders — or the members and shareholders, if any — of all or any of the applicant banks or bodies corporate.
2001. The Act is amended by adding the following after section 226:
Marginal note:Members of amalgamated federal credit union
226.1 On the issuance of letters patent amalgamating and continuing two or more federal credit unions as one federal credit union, the members of the federal credit unions become members of the amalgamated federal credit union.
2002. (1) The portion of subsection 227(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Vertical short-form amalgamation
227. (1) A bank, other than a federal credit union, may, without complying with sections 224 to 226, amalgamate with one or more bodies corporate that are incorporated by or under an Act of Parliament if the body or bodies corporate, as the case may be, are wholly-owned subsidiaries of the bank and
(2) The portion of subsection 227(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Horizontal short-form amalgamation
(2) Two or more bodies corporate incorporated by or under an Act of Parliament, none of which is a federal credit union, may amalgamate and continue as one bank, without complying with sections 224 to 226 if
Marginal note:2001, c. 9, s. 85
2003. Subsection 228(4) of the Act is amended by striking out “and” at the end of paragraph (g) and by replacing paragraph (h) with the following:
(h) if the amalgamated bank will be a federal credit union, that it will be organized and carry on business on a cooperative basis in accordance with section 12.1; and
(i) the best interests of the financial system in Canada, including, if the amalgamated bank will be a federal credit union, the best interests of the cooperative financial system in Canada.
Marginal note:2007, c. 6, s. 16
2004. Section 233 of the Act is replaced by the following:
Marginal note:Agreement to Superintendent
233. A sale agreement must be sent to the Superintendent before it is submitted to shareholders or to members and shareholders, as the case may be, of the selling bank under subsection 234(1).
2005. (1) Subsection 234(1) of the Act is replaced by the following:
Marginal note:Shareholder approval
234. (1) The directors of a selling bank must submit a sale agreement for approval to a meeting of shareholders, or, if the bank is a federal credit union, to a meeting of members and shareholders of the bank and, subject to subsection (3), to the holders of each class or series of shares of the bank.
(2) Subsection 234(4) of the Act is replaced by the following:
Marginal note:Special resolution
(4) A sale agreement is approved when the shareholders and the holders of each class or series of shares entitled to vote separately as a class or series under subsection (3) of the selling bank have approved the sale by special resolution and, if the selling bank is a federal credit union, the members have also approved the sale by a separate special resolution.
2006. Section 235 of the Act is replaced by the following:
Marginal note:Abandoning sale
235. If a special resolution approving a sale under subsection 234(4) so states, the directors of a selling bank may, subject to the rights of third parties, abandon the sale without further approval of the shareholders or the members and shareholders, as the case may be.
2007. (1) Paragraph 238(1)(b) of the Act is replaced by the following:
(b) minutes of meetings and resolutions of shareholders and members;
(2) Paragraph 238(2)(c) of the Act is replaced by the following:
(c) records showing, for each customer of the bank, on a daily basis, particulars of the transactions between the bank and that customer and the balance owing to or by the bank in respect of that customer and, if the bank is a federal credit union, whether the customer is a member of the federal credit union.
Marginal note:2005, c. 54, s. 50
2008. (1) Subsection 239(5) of the Act is replaced by the following:
Marginal note:Access to bank records
(5) Shareholders, members and creditors of a bank and their personal representatives may examine the records referred to in subsection 238(1) during the usual business hours of the bank and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the bank is a distributing bank, any other person may on payment of a reasonable fee examine those records during the usual business hours of the bank and take extracts from them or have copies of them made.
Marginal note:2001, c. 9, s. 88(2)(F)
(2) Subsection 239(6) of the Act is replaced by the following:
Marginal note:Copies of by-laws
(6) Every shareholder and every member of a bank is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the bank.
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