An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
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Assented to 2005-11-25
1991, c. 48COOPERATIVE CREDIT ASSOCIATIONS ACT
153. Section 101 of the English version of the Act is replaced by the following:
Marginal note:Minors
101. If a minor exercises any rights of ownership in the securities of an association, no subsequent repudiation or avoidance is effective against the association.
154. Section 143 of the Act is renumbered as subsection 143(1) and is amended by adding the following:
Marginal note:Participation by electronic means
(2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of members or shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the association makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.
Marginal note:Regulations
(3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
155. Section 144 of the Act is renumbered as subsection 144(1) and is amended by adding the following:
Marginal note:Order to delay calling annual meeting
(2) Despite subsection (1), the association may apply to the court for an order extending the time for calling an annual meeting.
Marginal note:Obligation to notify Superintendent
(3) The association shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.
Marginal note:Superintendent’s right to appear
(4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.
156. Section 145 of the Act is replaced by the following:
Marginal note:Authority to fix record date
145. (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to
(a) receive payment of a dividend;
(b) receive notice of a meeting of shareholders; or
(c) vote at a meeting of shareholders.
Marginal note:Determination of record date
(2) If no record date is fixed
(a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is
(i) at the close of business on the day immediately preceding the day on which the notice is given, or
(ii) if no notice is given, the day on which the meeting is held; and
(b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.
Marginal note:Notice of record date
(3) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by
(a) advertisement in a newspaper in general circulation in the place where the association’s head office is situated and in each place in Canada where the association has a transfer agent or where a transfer of its shares may be recorded; and
(b) written notice to each stock exchange in Canada on which the association’s shares are listed for trading.
157. Subsection 146(1) of the Act is replaced by the following:
Marginal note:Notice of meeting
146. (1) Notice of the time and place of a meeting of an association’s members or shareholders shall be sent within the prescribed period to
(a) each member;
(b) each shareholder entitled to vote at the meeting;
(c) each director;
(d) the auditor of the association; and
(e) the Superintendent.
Marginal note:Exception
(1.1) In the case of an association that is not a distributing association, notice may be sent within any shorter period specified in its by-laws.
158. Subsection 147(1) of the Act is replaced by the following:
Marginal note:Notice not required
147. (1) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the association or the association’s transfer agent on the record date fixed under paragraph 145(1)(b) or determined under paragraph 145(2)(a).
159. Subsections 152(1) to (3) of the Act are replaced by the following:
Marginal note:Proposals
152. (1) A member may
(a) submit to the association notice of any matter that they propose to raise at an annual meeting of the association (in this section and section 153 referred to as a “proposal”); and
(b) discuss at the meeting any matter in respect of which they would have been entitled to submit a proposal.
Marginal note:Supporting statement
(2) A proposal submitted for consideration at a meeting must be attached to the notice of the meeting and, at the request of the member who submits the proposal, the association shall attach to the notice of the meeting the member’s statement in support of the proposal and their name and address. The statement and proposal together are not to exceed the prescribed maximum number of words and the name and address do not form part of the proposal or of the supporting statement and are not to be included for the purposes of the prescribed maximum word limit.
Marginal note:Exemption
(3) An association is not required to comply with subsection (2) if
(a) the proposal is not submitted to the association at least the prescribed number of days before the anniversary date of the notice of meeting that was sent in respect of the previous annual meeting;
(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the association or its directors, officers, members or security holders;
(b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the association;
(c) the member submitting the proposal failed within the prescribed period before the association receives their proposal to present at a meeting a proposal that at their request had been attached to a notice of a meeting;
(d) substantially the same proposal was attached to a notice of a meeting relating to, and presented to members at, a meeting held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or
(e) the rights conferred by subsections (1) and (2) are being abused to secure publicity.
160. (1) Subsections 153(1) and (2) of the Act are replaced by the following:
Marginal note:Notice of refusal
153. (1) If an association refuses to include a proposal in a notice of a meeting referred to in paragraph 146(1)(a), it shall, in writing and within the prescribed period after the day on which it receives the proposal, notify the member submitting the proposal of its intention to omit the proposal from the notice and of the reasons for the refusal.
Marginal note:Application to court
(2) On the application of a member submitting a proposal who claims to be aggrieved by an association’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.
(2) Subsection 153(3) of the French version of the Act is replaced by the following:
Marginal note:Demande de l’association
(3) L’association ou toute personne qui prétend qu’une proposition lui cause un préjudice peut demander au tribunal une ordonnance autorisant l’association à ne pas l’annexer à l’avis de convocation; le tribunal, s’il est convaincu que le paragraphe 152(3) s’applique, peut rendre en l’espèce la décision qu’il estime pertinente.
Marginal note:2001, c. 9, s. 274
161. (1) Subsections 154(1) to (4) of the Act are replaced by the following:
Marginal note:List of members entitled to notice
154. (1) An association shall, at the close of business on the day immediately preceding the day on which notice of a meeting is to be sent under paragraph 146(1)(a), prepare an alphabetical list of members entitled to receive notice.
Marginal note:List of shareholders entitled to notice
(2) An association shall prepare an alphabetical list of shareholders entitled to receive notice of a meeting under paragraph 146(1)(b) showing the number of shares held by each shareholder
(a) if a record date is fixed under paragraph 145(1)(b), no later than 10 days after that date; and
(b) if no record date is fixed, on the record date determined under paragraph 145(2)(a).
Marginal note:Voting list
(3) The association shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder
(a) if a record date is fixed under paragraph 145(1)(c), no later than 10 days after that date; and
(b) if a record date is not fixed under paragraph 145(1)(c), no later than 10 days after a record date is fixed under paragraph 145(1)(b) or no later than the record date determined under paragraph 145(2)(a), as the case may be.
Marginal note:Entitlement to vote
(4) A shareholder whose name appears on a list prepared under subsection (3) is entitled to vote the shares shown opposite their name.
(2) The portion of subsection 154(5) of the Act before paragraph (a) is replaced by the following:
Marginal note:Examination of list
(5) A member or shareholder may examine the list of members or shareholders
- Date modified: