Bank Act (S.C. 1991, c. 46)

Marginal note:Meeting required by Superintendent

• 187 (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require a bank to hold a meeting of directors of the bank to consider the matters set out in the notice.

• Marginal note:Attendance of Superintendent

  (2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).

By-laws

Marginal note:By-laws

• 188 (1) Unless this Act otherwise provides, the directors of a bank that is not a federal credit union may by resolution make, amend or repeal any by-law that regulates the business or affairs of the bank.

• Marginal note:Shareholder approval

  (2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal.

• Marginal note:Effective date of by-law

  (3) Unless this Act otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed.

• Marginal note:Effect where no shareholder approval

  (4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders.

Marginal note:Shareholder proposal of by-law

189 A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 143 and 144, make a proposal to make, amend or repeal a by-law.

Marginal note:By-laws of existing bank

190 Subject to section 191, where a by-law of a bank that was in existence immediately prior to the day this section comes into force was in effect immediately prior to that day, the by-law continues in effect until amended or repealed, unless it is contrary to a provision of this Act.

Marginal note:By-laws re remuneration

• 191 (1) A by-law of a bank respecting the remuneration of the directors of the bank, as directors, that is in effect on the coming into force of this section ceases to have effect on the day on which the first annual meeting is held following the coming into force of this section.

• Marginal note:Existing by-laws

  (2) A by-law made by the directors of a bank under section 45 of the Bank Act, being chapter B-1 of the Revised Statutes of Canada, 1985, as that section read immediately prior to the day this section comes into force, and not confirmed by the shareholders of the bank in accordance with that section on or before the day this section comes into force, continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders following the day this section comes into force.

• Marginal note:Shareholder approval

  (3) A by-law referred to in subsection (2) shall be submitted to the shareholders at the first meeting of shareholders following the coming into force of this section.

• Marginal note:Application of ss. 188(3) and (4) and 189

  (4) Subsections 188(3) and (4) and section 189 apply in respect of a by-law referred to in this section as if it were a by-law made under section 188.

Marginal note:Deemed by-laws

• 192 (1) Any matter that,

  • (a) immediately prior to the day this section comes into force, was provided for in the incorporating instrument of a bank that was in existence immediately prior to that day, or

  • (b) immediately prior to the day a body corporate is continued as a bank other than a federal credit union, was provided for in the incorporating instrument of the body corporate,

  and that, under this Act, would be provided for in the by-laws of a bank, is deemed to be provided for in the by-laws of the bank.

• Marginal note:By-law prevails

  (2) Where a by-law of the bank made in accordance with sections 188 and 189 amends or repeals any matter referred to in subsection (1), the by-law prevails.

Marginal note:By-laws — mandatory provisions

• 192.01 (1) The by-laws of a federal credit union must provide for

  • (a) the qualifications of members and the procedures for acceptance of members;

  • (b) the membership obligations of members, including any obligation to use the services of the federal credit union and any fees to be paid by members;

  • (c) the rights of joint members, if any;

  • (d) the fact that a delegate has only one vote even though the delegate is a member or represents more than one member;

  • (e) the limit, if any, on the number of membership shares;

  • (f) the selection, qualifications, term of office and removal of directors and members of committees of directors;

  • (g) the manner of distribution of any surplus earnings arising from the operations of the federal credit union;

  • (h) the rights of withdrawing members and members who are expelled;

  • (i) if the federal credit union wishes to permit members or shareholders to attend a meeting of the federal credit union by means of a communication facility referred to in subsection 136(2), the ways in which votes must be held; and

  • (j) the date on which the federal credit union’s financial year ends.

• Marginal note:By-laws — other provisions

  (2) The by-laws of a federal credit union may provide for any other matter that the members consider necessary or desirable, including

  • (a) restrictions on the classes of persons to which membership may be available, as long as the restrictions are consistent with applicable laws with respect to human rights;

  • (b) the representation of members by delegates;

  • (c) the distribution of patronage allocations;

  • (d) the manner of distribution of any remaining property on the voluntary liquidation and dissolution of the federal credit union;

  • (e) a formula for calculating the value of membership shares;

  • (f) a formula for calculating the redemption price of membership shares; and

  • (g) voting by mail.

• Marginal note:Selection and removal of delegates

  (3) If the by-laws of a federal credit union provide for the representation of members by delegates, the by-laws must set out procedures for their selection and removal.

Marginal note:Copies

• 192.02 (1) Each member and shareholder of a federal credit union may on request, not more than once in each calendar year, receive free of charge one copy of the letters patent and by-laws of the federal credit union, and one copy of any amendments to them.

• Marginal note:Copies

  (2) The federal credit union must provide each creditor, and, if the federal credit union is a distributing federal credit union, any other person, on payment of a reasonable fee, with a copy of the federal credit union’s letters patent and by-laws.

Marginal note:Making or amendment of by-law by members

• 192.03 (1) The members of a federal credit union may, by special resolution, make, amend or repeal any by-law that regulates the business and affairs of the federal credit union, including a by-law changing the federal credit union’s name or the province in which its head office is situated.

• Marginal note:Making or amendment of by-law by directors

  (2) Unless the by-laws of a federal credit union provide otherwise, the directors may, by special resolution, make a by-law or amend a by-law of the federal credit union, including a by-law changing the federal credit union’s name or the province in which its head office is situated, but only if the by-law or amendment is not contrary to a by-law made by the members.

• Marginal note:Approval

  (3) The directors must present a by-law or an amendment to a by-law that is made under subsection (2) to the members at the next meeting of members and the members may, by special resolution, confirm or amend it.

• Marginal note:By-law not confirmed

  (4) If a by-law or an amendment to a by-law made by the directors is not confirmed, with or without amendments, under subsection (3), the by-law or amendment is repealed as of the date of the meeting of members at which it was not confirmed.

• Marginal note:Effective date of by-law

  (5) If a by-law, or an amendment to or a repeal of a by-law, made under subsection (1) or (2) does any thing referred to in subsection 218(1) in relation to any class or series of shares, the by-law, amendment or repeal is not effective until it is confirmed or confirmed as amended by the holders of shares of that class or series in accordance with section 218.

• Marginal note:Effective date of by-law

  (6) If a by-law or an amendment to a by-law made under subsection (1) or (2) changes the name of the federal credit union, the by-law or the amendment is not effective until it is approved by the Superintendent.

• Marginal note:Letters patent

  (7) If the name of a federal credit union or the province in which its head office is situated is changed under subsection (1) or (2), the Superintendent may issue letters patent to amend the federal credit union’s incorporating instrument accordingly.

• Marginal note:Effect of letters patent

  (8) Letters patent issued under subsection (7) become effective on the day stated in the letters patent.

Marginal note:Proposal of by-law

192.04 A member may, in accordance with section 144.1, make a proposal to make, amend or repeal a by-law.

Marginal note:Effective date of by-law

• 192.05 (1) A by-law or an amendment to or repeal of a by-law made by the members is effective from the later of the date of the resolution made under subsection 192.03(1) and the date specified in the by-law, amendment or repeal.

• Marginal note:Effective date of by-law

  (2) A by-law or an amendment to a by-law made by the directors of a federal credit union is effective from the later of the date the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, with or without amendment, under subsection 192.03(3) or repealed under subsection 192.03(4) and, if the by-law is confirmed, or confirmed as amended, it is in effect in the form in which it was so confirmed.

• Marginal note:If by-law not approved

  (3) If a by-law or an amendment to a by-law made by the directors under subsection 192.03(2) is not submitted by the directors to the next meeting of the members as required under subsection 192.03(3), the by-law or amendment ceases to be effective from the date of that meeting.

• Marginal note:New resolution of directors

  (4) If a by-law or an amendment to a by-law made by the directors under subsection 192.03(2) is repealed under subsection 192.03(4) or ceases to be effective under subsection (3), no subsequent resolution of the directors to make or amend a by-law that has substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members.

Marginal note:By-laws of continued body corporate

192.06 Subject to section 192.05, the by-laws of a body corporate that is continued as a federal credit union under this Act continue in effect until amended or repealed, unless contrary to a provision of this Act.

Marginal note:Existing resolutions

192.07 If the remuneration of directors of a body corporate that is continued as a federal credit union was, immediately before the issuance of the federal credit union’s letters patent, fixed by a resolution of the directors, that resolution continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the federal credit union’s members.

Marginal note:Deemed by-laws

• 192.08 (1) Any matter provided for in the incorporating instrument of a body corporate that is continued as a federal credit union that, under this Act, is to be provided for in the by-laws of a federal credit union is deemed to be provided for in the by-laws of the federal credit union.

• Marginal note:By-law prevails

  (2) If a by-law of the federal credit union made in accordance with section 192.03 amends or repeals any matter referred to in subsection (1), the by-law prevails.

Marginal note:Rights preserved

192.09 No amendment to the letters patent or by-laws of a federal credit union affects an existing cause of action or claim or liability to prosecution in favour of or against the federal credit union or its directors or officers, or any civil, criminal or administrative action or proceeding to which the federal credit union or any of its directors or officers are a party.

Marginal note:By-laws binding

192.1 Subject to this Act, every by-law of a federal credit union binds the federal credit union and its members to the same extent as if

• (a) each member had duly approved the by-law; and

• (b) there were in the by-law a covenant under seal on the part of each member, and the successors and assigns of the member, to conform to the by-law.

Committees of the Board

Marginal note:Committees

193 The directors of a bank may appoint from their number, in addition to the committees referred to in subsection 157(2), such other committees as they deem necessary and, subject to section 198, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.

Marginal note:Audit committee

• 194 (1) The audit committee of a bank shall consist of at least three directors.

• Marginal note:Membership

  (2) A majority of the members of the audit committee must consist of directors who are not persons affiliated with the bank and none of the members of the audit committee may be officers or employees of the bank or a subsidiary of the bank.

• Marginal note:Duties of audit committee

  (3) The audit committee of a bank shall

  • (a) review the annual statement of the bank before the annual statement is approved by the directors;

  • (b) review such returns of the bank as the Superintendent may specify;

  • (c) require the management of the bank to implement and maintain appropriate internal control procedures;

  • (c.1) review, evaluate and approve those procedures;

  • (d) review such investments and transactions that could adversely affect the well-being of the bank as the auditor or auditors or any officer of the bank may bring to the attention of the committee;

  • (e) meet with the auditor or auditors to discuss the annual statement and the returns and transactions referred to in this subsection; and

  • (f) meet with the chief internal auditor of the bank, or the officer or employee of the bank acting in a similar capacity, and with management of the bank, to discuss the effectiveness of the internal control procedures established for the bank.

• Marginal note:Report

  (4) In the case of the annual statement and returns of a bank that under this Act must be approved by the directors of the bank, the audit committee of the bank shall report thereon to the directors before the approval is given.

• Marginal note:Required meeting of directors

  (5) The audit committee of a bank may call a meeting of the directors of the bank to consider any matter of concern to the committee.

• Marginal note:Transitional

  (6) Subsection (2), in so far as it relates to the affiliation of directors with the bank, does not apply in respect of a bank that was in existence immediately prior to the day that subsection comes into force until the day that is three years after the day that subsection comes into force.