Economic Action Plan 2014 Act, No. 2 (S.C. 2014, c. 39)
Full Document:
Assented to 2014-12-16
352. Section 25 of the Act is replaced by the following:
Marginal note:Annual meeting
25. The Board shall call an annual meeting of members not later than six months after the end of each fiscal year of the Association for the purpose of
(a) receiving the financial statements of the Association for the preceding fiscal year and the report of the auditor respecting those statements;
(b) electing directors; and
(c) considering any other matter respecting the operations of the Association.
353. Subsections 26(2) and (3) of the Act are replaced by the following:
Marginal note:Remuneration
(2) The remuneration of the auditor may be fixed by resolution at the annual meeting of members. However, if the remuneration of the auditor is not fixed at the annual meeting, the Board may do so.
Marginal note:2001, c. 9, s. 239
354. Subsection 28(1) of the Act is replaced by the following:
Marginal note:Electronic meetings
28. (1) Subject to the by-laws, a meeting of the Board or of a committee of the Board, a meeting of the members or a meeting of the Stakeholder Advisory Council or Member Advisory Council may be held by means of any telephonic, electronic or other communications facilities that permit all persons participating in the meeting to communicate adequately with each other during the meeting.
Marginal note:1994, c. 24, par. 34(1)(g)(F)
355. Subsection 34(1) of the Act is replaced by the following:
Marginal note:Application of Canada Business Corporations Act
34. (1) Subsections 16(1) and 21(1), sections 23, 116, 155, 158, 159, 161, 164 to 166 and 168, subsection 169(1), section 170, subsections 171(7) and (8), section 172 and subsections 257(1) and (2) of the Canada Business Corporations Act apply, with such modifications as the circumstances require, to the Association as if it were a corporation incorporated under that Act.
Marginal note:2001, c. 9, s. 243
356. (1) Paragraphs 35(1)(a) to (c) of the Act are replaced by the following:
(a) providing for the mandate of committees established under section 20 or 21, eligibility criteria for membership in those committees and their number of members;
(b) respecting the election of directors of the Association, including the eligibility of persons to be elected as directors, and defining “independent” for the purposes of paragraph 8(1)(d);
(c) prescribing the form and content of the Association’s corporate plans and annual reports, and the time and manner in which they must be prepared or submitted;
Marginal note:2001, c. 9, s. 243
(2) Subsection 35(2) of the Act is repealed.
357. The Act is amended by adding the following after section 48:
Marginal note:Review
49. Three years after the day on which this section comes into force, the Minister shall cause to be conducted a review of this Act and its operation and cause a report on the review to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after the review is completed.
Transitional Provisions
Marginal note:Meeting of members to be held
358. (1) Within 30 days after the day on which section 337 comes into force, the Board of Directors of the Canadian Payments Association shall cause a meeting of the members to be held at which a new Board of Directors shall be established.
Marginal note:Former directors cease to hold office
(2) The persons who hold office as directors of the Board of the Canadian Payments Association on the day on which section 337 comes into force cease to hold office at the close of the meeting of the members referred to in subsection (1).
Marginal note:New Board of Directors
(3) Despite subsections 8(2) and 9.1(1) of the Canadian Payments Act, the directors of the new Board of Directors, other than the President of the Association, shall be appointed under subsection (4) or elected under subsection (5) for the terms of office provided for under those subsections.
Marginal note:Appointment of directors
(4) At the commencement of the meeting of the members referred to in subsection (1), the Board of Directors shall appoint
(a) two directors from among the directors in office who represent the classes described in subsection 9(3) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as directors described in paragraph 8(1)(b) or (c) of the Canadian Payments Act for a term of one year;
(b) one director from among the directors in office who represent the classes described in subsection 9(3) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as a director described in paragraph 8(1)(b) or (c) of the Canadian Payments Act for a term of two years;
(c) two directors from among the directors in office who were appointed by the Minister under subsection 9(1.1) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as directors described in paragraph 8(1)(d) of the Canadian Payments Act for a term of one year;
(d) one director from among the directors in office who were appointed by the Minister under subsection 9(1.1) of the Canadian Payments Act, as it read immediately before the coming into force of section 337, to act as a director described in paragraph 8(1)(d) of the Canadian Payments Act for a term of two years; and
(e) one director from among those described in paragraph 8(1)(d) of the Canadian Payments Act for a term of three years.
Marginal note:Election of directors
(5) Immediately after seven directors have been appointed under subsection (4), the members shall elect
(a) one director from among those described in paragraph 8(1)(b) or (c) of the Canadian Payments Act, for a term of two years;
(b) one director from among those described in paragraph 8(1)(b) or (c) of the Canadian Payments Act, for a term of three years;
(c) one director from among those described in paragraph 8(1)(d) of the Canadian Payments Act, for a term of two years; and
(d) two directors from among those described in paragraph 8(1)(d) of the Canadian Payments Act, for a term of three years.
Marginal note:List of qualified candidates
(6) For the purposes of the election of directors under paragraph (5)(a) or (b), the Board shall endeavour to identify candidates that are broadly representative of the diversity of the membership of the Association and, at least 15 days before the meeting of the members referred to in subsection (1), the Board shall provide to members a list of qualified candidates.
Marginal note:Chairperson
(7) Despite subsection 15(1) of the Canadian Payments Act, as enacted by section 339 of this Act, the directors appointed under subsection (4) or elected under subsection (5) shall elect a Chairperson of the Board from among those who were appointed under paragraph (4)(d) or (e) or elected under (5)(c) or (d).
Marginal note:Deeming
(8) For the purposes of the Canadian Payments Act, the directors appointed under subsection (4) or elected under subsection (5) are deemed to be directors who have been elected under subsection 8(2) of that Act. For greater certainty, they are eligible to be elected for only one further term.
Coming into Force
Marginal note:Order in council
359. The provisions of this Division, except section 358, come into force on a day or days to be fixed by order of the Governor in Council.
Division 271996, c. 6, sch.Payment Clearing and Settlement Act
Amendments to the Act
360. (1) The definition “systemic risk” in section 2 of the Payment Clearing and Settlement Act is replaced by the following:
“systemic risk”
« risque systémique »
“systemic risk” means the risk that the inability of a participant to meet its obligations in a clearing and settlement system as they become due, or a disruption to or a failure of a clearing and settlement system, could, by transmitting financial problems through the system, cause
(a) other participants in the clearing and settlement system to be unable to meet their obligations as they become due,
(b) financial institutions in other parts of the Canadian financial system to be unable to meet their obligations as they become due,
(c) the clearing and settlement system’s clearing house or the clearing house of another clearing and settlement system within the Canadian financial system to be unable to meet its obligations as they become due, or
(d) an adverse effect on the stability or integrity of the Canadian financial system.
(2) Section 2 of the Act is amended by adding the following in alphabetical order:
“payments system risk”
« risque pour le système de paiement »
“payments system risk” means the risk that a disruption to or a failure of a clearing and settlement system could cause a significant adverse effect on economic activity in Canada by
(a) impairing the ability of individuals, businesses or government entities to make payments, or
(b) producing a general loss of confidence in the overall Canadian payments system, which includes payment instruments, infrastructure, organizations, market arrangements and legal frameworks that allow for the transfer of monetary value.
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