Jobs and Economic Growth Act (S.C. 2010, c. 12)
Full Document:
Assented to 2010-07-12
1917. Section 40 of the Act is amended by striking out “or” at the end of paragraph (d) and by adding the following after paragraph (e):
(f) that includes the phrase “credit union” or “coopérative de crédit”, or any abbreviation, combination or derivative of those phrases, unless it is to be a federal credit union and its name also includes the word “bank”, “banque”, “federal” or “fédérale” in conjunction with those phrases; or
(g) that includes the words “cooperative” or “coopérative”, or any abbreviation, combination or derivative of those words, unless it is to be a federal credit union and its name also includes the word “bank”, “banque”, “federal” or “fédérale” in conjunction with those words.
1918. The Act is amended by adding the following after section 40:
Marginal note:Name of federal credit union
40.1 Despite any other Act, but subject to paragraphs 40(f) and (g), a bank may be incorporated or formed under this Act with the words “credit union” “coopérative de crédit”, “cooperative” or “coopérative”, or any abbreviation, combination or derivative of those words, in its name, but only if it will be a federal credit union.
Marginal note:1996, c. 6, s. 2
1919. Subsection 42(4) of the Act is replaced by the following:
Marginal note:Directions
(4) If a bank is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the bank not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 40(a) to (g).
1920. The Act is amended by adding the following after the heading “Organization Meetings” before section 45:
Banks Other Than Federal Credit Unions
1921. The portion of subsection 45(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:First directors’ meeting
45. (1) After letters patent incorporating a bank that is not a federal credit union are issued, a meeting of the directors of the bank must be held at which the directors may, subject to this Part,
Marginal note:2001, c. 9, s. 54
1922. Subsection 46(1) of the Act is replaced by the following:
Marginal note:Calling shareholders’ meeting
46. (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a bank in respect of which letters patent were issued under subsection 22(1) from the issue of its shares, the directors of the bank must without delay call a meeting of the shareholders of the bank.
1923. Section 47 of the French version of the Act is replaced by the following:
Marginal note:Mandat des premiers administrateurs
47. Le mandat des administrateurs désignés dans la demande de constitution expire à l’élection des administrateurs lors de la première assemblée des actionnaires convoquée en vertu du paragraphe 46(1).
1924. The Act is amended by adding the following after section 47:
Federal Credit Unions
Meeting of First Directors
Marginal note:Organizational meeting
47.01 (1) After letters patent incorporating a federal credit union are issued, a meeting of its first directors must be held at which the first directors may, subject to this Part,
(a) adopt forms of certificates for membership shares, forms of share certificates and forms of corporate records;
(b) admit persons to membership in the federal credit union and issue or authorize the issuance of membership shares;
(c) authorize the issue of shares of the federal credit union;
(d) appoint officers;
(e) appoint, under subsection 314(1), an auditor or auditors to hold office until the first meeting of members;
(f) make banking arrangements; and
(g) deal with any other matters necessary to organize the federal credit union.
Marginal note:Calling directors’ meeting
(2) A first director may call the meeting referred to in subsection (1) by giving, subject to subsection 181(2), the other directors notice of the time and place of the meeting no fewer than five days before the meeting.
First Meeting of Members
Marginal note:Calling members’ meeting
47.02 (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a federal credit union in respect of which letters patent were issued under subsection 22(2) from the issue of its membership shares and shares, the directors of the federal credit union must, without delay, call a meeting of the members of the federal credit union.
Marginal note:Meeting of members
(2) At the meeting, the members must
(a) make by-laws;
(b) elect directors in accordance with this Act and the federal credit union’s by-laws; and
(c) appoint an auditor or auditors to hold office until the close of the first annual meeting of the federal credit union.
Marginal note:Term of office of first directors
(3) The term of office of the first directors ends at the close of the meeting referred to in subsection (1).
Membership in a Federal Credit Union
Conditions of Membership
Marginal note:Membership governed by by-laws
47.03 (1) Subject to the provisions of this Act, membership in a federal credit union is governed by its by-laws.
Marginal note:Minimum membership shares required
(2) To be a member of a federal credit union, a person must acquire and hold the minimum number of membership shares required under the federal credit union’s by-laws.
Marginal note:Member who ceases to hold the minimum
(3) Subject to any limitations in the federal credit union’s by-laws, including limitations on the rights members may exercise, a member of a federal credit union who ceases to hold enough membership shares to be a member continues to be a member of the federal credit union for the purposes of this Act.
Marginal note:Ground for expulsion
(4) For greater certainty, subsection (3) does not prevent holding fewer than the minimum number of membership shares from being set out in the federal credit union’s by-laws as a ground for expulsion under subsection 47.06(1) or section 47.09.
Marginal note:Subscription deemed application
47.04 (1) A subscription for the number of membership shares in a federal credit union required by the federal credit union’s by-laws for membership constitutes an application for membership and the issue of a membership share to the applicant constitutes admission to membership.
Marginal note:Approval required
(2) Subject to subsection (1), a person becomes a member of a federal credit union when the person’s application for membership is approved by the directors or an employee authorized by the federal credit union and the applicant has complied fully with the federal credit union’s by-laws governing admission of members.
Withdrawal and Termination
Marginal note:Withdrawal of membership
47.05 (1) A member of a federal credit union may withdraw from the federal credit union at any time by giving notice in accordance with the by-laws.
Marginal note:Deemed notice
(2) A deceased member is deemed to have given notice to the federal credit union of their intention to withdraw on the day of their death.
Marginal note:Rights of withdrawing member
(3) The by-laws of a federal credit union must set out the rights of a withdrawing member.
Marginal note:Expulsion
47.06 (1) A member of a federal credit union may be expelled from membership, in accordance with the by-laws, by a resolution of the directors on the grounds set out in the by-laws.
Marginal note:Member’s rights relating to expulsion
(2) The by-laws of a federal credit union must set out the rights of members who are expelled under subsection (1), and those rights must include
(a) the right of a member to receive advance notice of any meeting of the directors at which the board will consider a resolution to expel the member;
(b) the right of a member not to be expelled without being given an opportunity to make representations on the matter at the meeting of the directors;
(c) the right of an expelled member to appeal the decision of the directors at the next meeting of the members; and
(d) the right of the expelled member to be reinstated as a member of the federal credit union if, at the next meeting of the members, the members, by ordinary resolution, set aside the directors’ resolution.
Marginal note:Procedures to be set out in by-laws
(3) The by-laws of a federal credit union must set out
(a) the procedures to be followed by the directors to provide the advance notice referred to in paragraph (2)(a); and
(b) the procedures to be followed relating to the appeal referred to in paragraph (2)(c).
Marginal note:Notice of decision
(4) If the directors pass a resolution expelling a member under subsection (1), the federal credit union must, within five days after the passing of the resolution, notify the member of the directors’ decision by registered letter addressed to the member at the member’s recorded address.
Marginal note:Inactivity
47.07 No by-law may provide for the expulsion of a member by reason only of inactivity of the member in relation to the business or affairs of the federal credit union.
Marginal note:Redemption
47.08 No by-law governing the withdrawal of a member from membership or the termination of the membership of a member may authorize a redemption of membership shares in contravention of section 485.
Marginal note:Termination by members
47.09 Unless the by-laws provide otherwise, the membership of a member may be terminated by a special resolution of the members. Section 47.06 applies, with any modifications that the circumstances require, to a termination by the members.
Marginal note:Winding-up proceedings in respect of member
47.1 Despite subsection 47.06(1), a federal credit union may, by written notice to a member, terminate the membership if the member is a body corporate and winding-up proceedings have commenced with respect to it.
General Provisions — Federal Credit Unions
Marginal note:Prohibition
47.11 An entity must not become a member of a federal credit union if, as a result of becoming a member, the majority of the members of the federal credit union would not be natural persons.
Marginal note:Provision of services
47.12 A federal credit union must provide its services primarily to its members.
Marginal note:Right to vote
47.13 Each member of a federal credit union has only one vote on all matters to be decided by the members.
Marginal note:Members under 18
47.14 Subject to the by-laws, a person less than 18 years of age may be admitted to membership in a federal credit union and may vote at meetings of the federal credit union.
Marginal note:Membership not transferable
47.15 No transfer of a membership is valid for any purpose.
Marginal note:Reinstatement — section 47.06
47.16 (1) A person whose membership has been terminated under section 47.06 may be reinstated as a member of the federal credit union only by ordinary resolution of the members.
Marginal note:Reinstatement — section 47.09
(2) A person whose membership has been terminated under section 47.09 may be reinstated as a member of the federal credit union only by special resolution of the members.
Marginal note:Transfer of membership shares
47.17 No transfer of membership shares in a federal credit union is valid unless the transfer is approved by resolution of the directors.
Marginal note:Obligation to have at least five members
47.18 (1) A federal credit union must ensure that at all times it has at least five members.
Marginal note:Membership too low
(2) If the membership of a federal credit union is reduced to fewer than five members, the federal credit union must, without delay, take the steps that are necessary to
(a) make an application referred to in subsection 39.2(1) or section 216.08; or
(b) liquidate and dissolve the federal credit union under Part VI.
Marginal note:Exemption
47.19 The Minister may, subject to any terms and conditions that the Minister considers appropriate, exempt any entity or federal credit union from the application of sections 47.11, 47.12 and 47.18.
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