Jobs and Economic Growth Act (S.C. 2010, c. 12)
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Assented to 2010-07-12
PART 17FEDERAL CREDIT UNIONS
1991, c. 46Bank Act
1895. Section 2.3 of the Act is amended by adding the following after paragraph (a):
(a.1) a federal credit union;
Marginal note:2005, c. 54, s. 2
1896. Subsections 2.4(2) and (3) of the Act are replaced by the following:
Marginal note:Exemption — bank or bank holding company
(2) On the application of a bank or bank holding company, the Superintendent may determine that it is not or was not a distributing bank or distributing bank holding company, as the case may be, if the Superintendent is satisfied that the determination would not prejudice any security holder of that bank or bank holding company or any holder of a membership share of that bank.
Marginal note:Exemption — class of banks or bank holding companies
(3) The Superintendent may determine that members of a class of banks or bank holding companies are not or were not distributing banks or distributing bank holding companies, as the case may be, if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class or any holder of a membership share of a bank that is a member of the class.
1897. (1) Subsection 3(1) of the Act is amended by adding the following after paragraph (a):
(a.1) a person controls a federal credit union if the person and all of the entities controlled by the person have the right to exercise more than 50 per cent of the votes that may be cast at an annual meeting or to elect the majority of the directors of the federal credit union;
(2) Section 3 of the Act is amended by adding the following after subsection (4):
Marginal note:Guidelines — federal credit union
(5) The Minister may, for any purpose of any provision of this Act that refers to control within the meaning of paragraph (1)(d), make guidelines respecting what constitutes such control of a federal credit union, including guidelines describing the policy objectives that the guidelines and the relevant provisions of the Act are intended to achieve and, if any such guidelines are made, the reference to paragraph (1)(d) in that provision is to be interpreted in accordance with the guidelines.
1898. The Act is amended by adding the following after section 7:
Marginal note:Holder of membership share
7.1 (1) For the purposes of this Act, a person is a holder of a membership share of a federal credit union if the person is the owner of one or more membership shares according to the federal credit union’s members register or is entitled to be entered in that register, or like record of the federal credit union, as the owner of one or more membership shares.
Marginal note:References to holding membership share
(2) A reference in this Act to the holding of a membership share by or in the name of any person is a reference to the fact that the person is registered or is entitled to be registered in a federal credit union’s members register, or like record of the federal credit union, as the holder of that membership share.
1899. (1) Section 8 of the Act is amended by adding the following after subsection (1):
Marginal note:Significant interest — membership shares
(1.1) A person has a significant interest in the membership shares of a federal credit union if the aggregate of membership shares beneficially owned by the person and membership shares beneficially owned by entities controlled by the person exceeds 10 per cent of all of the outstanding membership shares.
(2) Section 8 of the Act is amended by adding the following after subsection (2):
Marginal note:Increasing significant interest — membership shares
(3) A person who has a significant interest in the membership shares of a federal credit union increases that significant interest in the membership shares if the person or any entity controlled by the person acquires beneficial ownership of additional membership shares, or acquires control of any entity that beneficially owns membership shares, of the federal credit union in such number as to increase the percentage of membership shares that are beneficially owned by the person and by any entities controlled by the person.
1900. The Act is amended by adding the following after section 9:
Marginal note:Acting in concert — members’ rights to vote
9.1 (1) For the purposes of Part VII, if two or more members have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of the exercise of any right to vote at a meeting of members, those members are deemed to be a single member.
Marginal note:Exceptions
(2) For the purposes of this section, members are presumed not to have agreed to act jointly or in concert solely by reason of the fact that
(a) their membership voting rights are vested in the same delegate or delegates; or
(b) they exercise their membership voting rights in the same manner.
Marginal note:Designation
(3) If in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsection (1) exists by or among two or more members, the Superintendent may designate those members as members who have agreed to act jointly or in concert.
Marginal note:Contravention
(4) A member contravenes a provision of Part VII if the member agrees to act jointly or in concert with one or more other members in such a manner that a deemed single member contravenes that provision.
Marginal note:Acting in concert — shareholders and members’ right to vote
9.2 (1) For the purposes of Part VII, if one or more members of a federal credit union and one or more shareholders of the federal credit union have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of the exercise of their respective rights to vote, those persons are deemed to be a single person.
Marginal note:Exceptions
(2) For the purposes of this section, persons are presumed not to have agreed to act jointly or in concert solely by reason of the fact that
(a) one or more of the members is the proxyholder of one or more of the shareholders;
(b) one or more of the shareholders is a delegate of one or more of the members; or
(c) they exercise their respective voting rights in the same manner.
Marginal note:Designation
(3) If in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsection (1) exists by or among one or more members and one or more shareholders, the Superintendent may designate those members and shareholders as persons who have agreed to act jointly or in concert.
Marginal note:Contravention
(4) A shareholder or a member contravenes a provision of Part VII if the shareholder or member agrees to act jointly or in concert with one or more other shareholders or members in such a manner that a deemed single person contravenes that provision.
1901. (1) Subsection 10(1) of the French version of the Act is replaced by the following:
Marginal note:Intérêt de groupe financier dans une personne morale
10. (1) Une personne a un intérêt de groupe financier dans une personne morale quand :
a) elle-même et les entités qu’elle contrôle détiennent la propriété effective d’un nombre total d’actions comportant plus de dix pour cent des droits de vote attachés à l’ensemble des actions en circulation de celle-ci;
b) elle-même et les entités qu’elle contrôle détiennent la propriété effective d’un nombre total d’actions représentant plus de vingt-cinq pour cent de l’avoir des actionnaires de celle-ci.
(2) Subsection 10(1) of the Act is amended by striking out “or” at the end of paragraph (a), by adding “or” at the end of paragraph (b) and by adding the following after paragraph (b):
(c) in the case of a body corporate that is a federal credit union,
(i) the voting rights of the person and of entities controlled by the person exceed 10 per cent of the aggregate of the voting rights that may be exercised by members and shareholders, or
(ii) the aggregate of any shares and membership shares of the federal credit union beneficially owned by the person and by any entities controlled by the person represents ownership of greater than 25 per cent of the members’ and shareholders’ equity of the federal credit union.
(3) Section 10 of the Act is amended by adding the following after subsection (3):
Marginal note:Increasing substantial investment in federal credit unions
(3.1) A person who has a substantial investment in a federal credit union under subparagraph (1)(c)(i) increases that substantial investment when the percentage of the voting rights of the person and of entities controlled by the person in relation to the aggregate of the voting rights that may be exercised by members and shareholders is increased for any reason.
Marginal note:Increasing substantial investment in federal credit unions
(3.2) A person who has a substantial investment in a federal credit union under subparagraph (1)(c)(ii) increases that substantial investment when
(a) the person or any entity controlled by the person acquires beneficial ownership of additional shares or membership shares of the federal credit union in such number as to increase the percentage of the members’ and shareholders’ equity of the federal credit union represented by the aggregate of the shares and membership shares beneficially owned by the person and by entities controlled by the person; or
(b) the person or any entity controlled by the person acquires control of any entity that beneficially owns shares or membership shares of the federal credit union in such number as to increase the percentage of the members’ and shareholders’ equity of the federal credit union represented by the aggregate of the shares and membership shares beneficially owned by the person and by entities controlled by the person.
(4) Section 10 of the Act is amended by adding the following after subsection (4):
Marginal note:New substantial investment — federal credit union
(4.1) For greater certainty,
(a) if a person has a substantial investment in a federal credit union under subparagraph (1)(c)(i) and the person, or any entity controlled by the person, purchases or otherwise acquires beneficial ownership of shares or membership shares of the federal credit union or acquires control of any entity that beneficially owns shares or membership shares of the federal credit union, the acquisition is deemed to cause the person to increase a substantial investment in the federal credit union if the percentage of the members’ and shareholders’ equity of the federal credit union represented by the aggregate of the shares and membership shares of the federal credit union beneficially owned by the person and by any entities controlled by the person exceeds 25 per cent of the members’ and shareholders’ equity of the federal credit union; or
(b) if a person has a substantial investment in a federal credit union under subparagraph (1)(c)(ii) and the person or any entity controlled by the person acquires voting rights in the federal credit union — or acquires control of any entity that has voting rights in the federal credit union — in such number that the percentage of the voting rights of the person and entities controlled by the person exceeds 10 per cent of the aggregate of the voting rights of the members and shareholders of the federal credit union, the acquisition is deemed to cause the person to increase a substantial investment in the federal credit union.
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