Cooperative Credit Associations Act (S.C. 1991, c. 48)

Marginal note:Protection of records

241 An association and its agents shall take reasonable precautions to

• (a) prevent loss or destruction of,

• (b) prevent falsification of entries in,

• (c) facilitate detection and correction of inaccuracies in, and

• (d) ensure that unauthorized persons do not have access to or use of information in

the registers and records required or authorized by this Act to be prepared and maintained.

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:Retention of records

243 An association shall retain

• (a) the members register;

• (b) the records of the association referred to in subsection 235(1);

• (c) any record of the association referred to in paragraph 235(2)(a) or (b); and

• (d) the central securities register.

Marginal note:Regulations

244 The Governor in Council may make regulations respecting the records, papers and documents to be retained by an association and the length of time those records, papers and documents are to be retained.

Securities Registers

Marginal note:Central securities register

• 245 (1) An association shall maintain a central securities register in which it shall record the securities, within the meaning of section 88, issued by it in registered form, showing in respect of each class or series of securities

  • (a) the names, alphabetically arranged, and latest known addresses of the persons who are security holders, and the names and latest known addresses of the persons who have been security holders;

  • (b) the number of securities held by each security holder; and

  • (c) the date and particulars of the issue and transfer of each security.

• Marginal note:Former-Act and amalgamated associations

  (2) For the purposes of subsection (1), “central securities register” includes similar registers required by law to be maintained by the former-Act association, or by a body corporate amalgamated and continued as an association under this Act, before the coming into force of this section or the amalgamation, as the case may be.

• Marginal note:Access to central securities register

  (3) Members, shareholders and creditors of an association and their personal representatives may examine the central securities register during the usual business hours of the association and may take extracts from it free of charge or have copies of it made on payment of a reasonable fee. If the association is a distributing association, any other person may on payment of a reasonable fee examine the central securities register during the usual business hours of the association and take extracts from it or have copies of it made.

• Marginal note:Electronic access

  (4) The association may make the information contained in the central securities register available by any mechanical or electronic data processing system or other information storage device that is capable of reproducing it in intelligible written form within a reasonable time.

• Marginal note:Affidavit and undertaking

  (5) A person who wishes to examine the central securities register, take extracts from it or have copies of it made shall provide the association with an affidavit containing their name and address — or if they are an entity, the name and address for service of the entity — and with an undertaking that the information contained in the register will not be used except in the same way as a list of members or shareholders may be used under section 239. In the case of an entity, the affidavit is to be sworn by a director or officer of the entity or a person acting in a similar capacity.

• Marginal note:Supplementary information

  (6) A person who wishes to examine a central securities register, take extracts from it or have copies of it made may on payment of a reasonable fee, if they state in the accompanying affidavit that supplementary information is required, request the association or its agent to provide supplementary information setting out any changes made to the register.

• Marginal note:When supplementary information to be provided

  (7) An association or its agent shall provide the supplementary information within

  • (a) 10 days after the day on which the central securities register is examined if the changes take place before that day; and

  • (b) 10 days after the day to which the supplementary information relates if the changes take place on or after the day on which the central securities register is examined.

Marginal note:Agents

246 An association may appoint an agent to maintain its central securities register.

Marginal note:Location of central securities register

247 The central securities register of an association shall be maintained by the association at its head office or at any other place in Canada designated by the directors of the association.

Marginal note:Effect of registration

248 Registration of the issue or transfer of a security in the central securities register is complete and valid registration for all purposes.

Marginal note:Destruction of certificates

249 An association, its agent or a trustee within the meaning of section 278 is not required to produce

• (a) a cancelled security certificate in registered form or an instrument referred to in subsection 77(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation;

• (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 77(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or

• (c) an instrument referred to in subsection 77(1) or a like instrument, irrespective of its form, after the date of its expiration.

Corporate Name and Seal

Marginal note:Publication of name

250 An association shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the association.

Marginal note:Corporate seal

• 251 (1) An association may adopt a corporate seal and change one that it adopted.

• Marginal note:Validity of unsealed documents

  (2) A document executed on behalf of an association is not invalid merely because a corporate seal is not affixed to it.

252 to 259 [Repealed, 1997, c. 15, s. 130]

Insiders

Interpretation

Marginal note:Definitions

• 260 (1) In this section and sections 261 to 267,

  business combination

  business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; (regroupement d’entreprises)

  call

  call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; (option d’achat)

  distributing association

  distributing association[Repealed, 2005, c. 54, s. 192]

  insider

  insider[Repealed, 2005, c. 54, s. 192]

  officer

  officer, in relation to an association, means

  • (a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or

  • (b) any natural person who performs functions for the association similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; (dirigeant d’une association)

  put

  put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; (option de vente)

  share

  share means a voting share and includes

  • (a) a security currently convertible into a voting share, and

  • (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a),

  but does not include a membership share. (action)

• Marginal note:Control

  (2) For the purposes of this section and sections 261 to 267, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(e).

• (3) and (4) [Repealed, 2005, c. 54, s. 192]

Insider Reporting

Marginal note:Insider report

261 An insider shall submit an insider report in accordance with the regulations.

Marginal note:Exemption by Superintendent

262 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 261. The exemption may be given retroactive effect and the Superintendent shall publish the particulars of the exemption and the reasons for it in a periodical available to the public.

262.1 [Repealed, 2005, c. 54, s. 193]

Marginal note:Regulations

263 The Governor in Council may make regulations for carrying out the purposes of sections 261 and 262, including

• (a) defining “insider” for the purposes of sections 261 and 262;

• (b) respecting the form and content of an insider report; and

• (c) respecting the submission or publication of an insider report.

264 [Repealed, 2005, c. 54, s. 193]

Insider Trading

Meaning of insider

• 265 (1) In this section, insider means with respect to a distributing association

  • (a) a director or officer of the association;

  • (b) a director or officer of a subsidiary of the association;

  • (c) a director or officer of a body corporate that enters into a business combination with the association; or

  • (d) a person employed or retained by the association.

• Marginal note:Prohibition — short sale

  (2) No insider may knowingly sell, directly or indirectly, a security of a distributing association or of any of the distributing association’s affiliates if the insider does not own or has not fully paid for the security.

• Marginal note:Exception

  (3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they

  • (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or

  • (b) transfer the convertible security, option or right to the purchaser.

• Marginal note:Prohibition — calls and puts

  (4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of an association or of any of the association’s affiliates.