Interpretation

Marginal note:Definitions

1 The following definitions apply in this By-law.

Act

Act means the Canadian Payments Act. (Loi)

Member Advisory Council

Member Advisory Council means the Council established under section 21.4 of the Act. (comité consultatif des membres)

payment service provider

payment service provider means a person who, or an entity that, supports the operation, maintenance and development or enhancement of payment systems that directly or indirectly interface with the national clearing and settlement systems. (fournisseur de services de paiement)

payment system

payment system means a system or arrangement for the exchange of messages effecting, ordering, enabling or facilitating the making of payments or transfers of value that are subsequently cleared and settled as payment items through the systems operated by the Association. (système de paiement)

stakeholder

stakeholder means a person who, or an entity that, is a user or a payment service provider or represents the interests of a group of users or payment service providers, but is not a member or entitled to be a member under subsection 4(2) of the Act. (intervenant)

Stakeholder Advisory Council

Stakeholder Advisory Council means the Council established under section 21.2 of the Act. (comité consultatif des intervenants)

Members of the Association

Banks and Authorized Foreign Banks

Marginal note:Registration as member

• 2 (1) The Association must register every bank and every authorized foreign bank as a member.

• Marginal note:Information required

  (2) Every bank, on the day on which it comes into existence, and every authorized foreign bank, on the effective date of the order permitting it to establish a branch in Canada under subsection 524(1) of the Bank Act, must provide the Association with the following:

  • (a) its name and the date on which and method by which it came into existence;

  • (b) the date on which it intends to commence operations;

  • (c) the address of its head office or another address — including an email address — designated by it as its address for the delivery of notices;

  • (d) the name and address of its president or chief executive officer;

  • (e) the names and addresses of its directors and senior officers;

  • (f) a certified copy of its incorporating instrument or letters patent;

  • (g) a certified copy of its by-laws;

  • (h) a copy of its audited financial statements for the last five fiscal years, or for all of its fiscal years if it has existed for less than five years;

  • (i) its authorization for the Association to contact and to receive information about it from the Office of the Superintendent of Financial Institutions and, in the case of an authorized foreign bank, the regulatory authority in the foreign country in which it was incorporated or formed; and

  • (j) its agreement to provide any other information about it that may be required by the Association in connection with the objects, business or affairs of the Association.

Application for Membership

Marginal note:Contents of application

3 Every application for membership in the Association by an applicant that is entitled to be a member under subsection 4(2) of the Act must include the following:

• (a) the applicant’s name and the date on which and method by which it came into existence;

• (b) the address of its head office or another address — including an email address — designated by it as its address for the delivery of notices;

• (c) the name and address of its president or chief executive officer;

• (d) the names and addresses of its directors and senior officers;

• (e) a certified copy of the resolution of its board of directors or executive committee authorizing the application;

• (f) a copy of its audited financial statements for the last five fiscal years, or for all of its fiscal years if the applicant has existed for less than five years;

• (g) a certified copy of its charter, letters patent or incorporating instrument;

• (h) a certified copy of its by-laws; and

• (i) its agreement to provide any other information about it that may be required by the Association in connection with the objects, business or affairs of the Association.

Marginal note:Additional information

4 The applicant must also provide to the Association,

• (a) if it is subject to a regulatory authority, the name of the regulatory authority and the applicant’s authorization for the Association to contact and receive information about the applicant from that regulatory authority;

• (b) if it is a securities dealer, evidence of its membership in one of the organizations referred to in section 2 of the Canadian Payments Association Membership Requirements Regulations and evidence of registration as a securities dealer under provincial laws;

• (c) if it is a qualified corporation, on behalf of its money market mutual fund, a copy of the most recent version of its prospectus, a copy of the prospectus receipt from a securities commission, a copy of its most recently published list of investments and a legal opinion certifying that the applicant meets all of the membership requirements set out in the Act, the regulations and the by-laws;

• (d) if it is a trustee of a qualified trust, a certified copy of its trust agreement, a copy of the most recent version of its prospectus, a copy of the prospectus receipt from a securities commission, a copy of its most recently published list of investments and a legal opinion certifying that the applicant meets all of the membership requirements set out in the Act, the regulations and the by-laws;

• (e) if it is a central, a trust company or a loan company, a declaration setting out that it accepts deposits transferable by order and, if applicable, its confirmation of a clearing arrangement; and

• (f) if it accepts deposits transferable by order, a declaration setting out that it accepts deposits transferable by order, evidence that the deposits made with the applicant are insured or guaranteed under a federal or provincial statute and, if applicable, its confirmation of a clearing arrangement.

Marginal note:Payment of dues

5 The applicant is liable to pay dues to the Association on the day on which its membership commences.

Change in Circumstances

Marginal note:Notification — change in circumstances

6 Every member must notify the Association without delay of any change in circumstances that would affect their entitlement to be a member under subsection 4(2) of the Act.

Suspension of Member’s Rights

Marginal note:Suspension

• 7 (1) Despite the Canadian Payments Association By-law No. 6 — Compliance, the Board may suspend one or more of the rights of a member if

  • (a) the member has failed on more than one occasion to comply with any provision of the Act, the by-laws or the rules;

  • (b) a liquidator, a trustee in bankruptcy, a receiver, a receiver-manager or a sequestrator is appointed by an authorized person or a court of competent jurisdiction to take possession of all, or any part of, the member’s assets or undertakings; or

  • (c) a member proposes any arrangement or composition with its creditors, invokes any statute in that regard or commits any act of bankruptcy.

• Marginal note:Notice to member — suspension

  (2) The Board must, as soon as feasible, notify the member in writing of its decision to suspend the member’s rights and the reasons for the suspension and, if the Board considers it necessary, must notify at the same time the other members in writing of the suspension.

• Marginal note:Review

  (3) If the member requests a review within five days after receiving the notice, the Board must review its decision and provide the member with an opportunity to make representations.

• Marginal note:Notice to member — review

  (4) After the review, the Board must, as soon as feasible, notify the member in writing of its decision and the reasons for it. The Board must notify at the same time the other members in writing of its decision and reasons if

  • (a) the members were previously notified of the suspension under subsection (2) and the suspension was terminated; or

  • (b) the members were not previously notified of the suspension under subsection (2) and the suspension was confirmed.

• Marginal note:Notice to other members

  (5) The Board must notify the other members in writing of the suspension if no request for a review is received within the time period specified in subsection (3) and the Board did not previously notify the other members under subsection (2).

• Marginal note:Survival of obligation to pay

  (6) Despite the suspension of a member’s rights, the member continues to be liable to pay dues and fees to the Association.

Marginal note:Application of By-law No. 6

8 The suspension of a member’s rights under section 7 does not affect the operation of Canadian Payments Association By-law No. 6 — Compliance in respect of the member.

Marginal note:Reinstatement

9 The Board must reinstate the rights of a member that have been suspended under section 7 if the member applies for reinstatement and the reasons for the suspension no longer exist.

Stakeholder Advisory Council

Appointment

Marginal note:Composition — criteria

10 The Stakeholder Advisory Council must include

• (a) at least 12 members who are representative of users, of which number at least two must be representative of consumers, at least one must be representative of the retail sector, at least two must be representative of the federal and provincial governments and at least one must be representative of the treasury and cash management services sector; and

• (b) at least one member who is representative of payment service providers.

Marginal note:Eligibility — criteria

11 Every person appointed to the Stakeholder Advisory Council under subsection 21.2(4) of the Act must

• (a) represent the interests of a particular stakeholder;

• (b) not be a director, officer or employee of a member or of a person entitled to be a member under subsection 4(2) of the Act; and

• (c) not be a director of the Association.

Marginal note:Evaluation of nominees

• 12 (1) In consultation with the Minister of Finance, the Board must evaluate the nomination of every person who is eligible to be appointed to the Council and, in doing so, must

  • (a) take into consideration whether the stakeholder whose interests would be represented by the nominee has other established consultative processes for directly articulating that stakeholder’s perspectives to the Association or to any of its working groups or committees;

  • (b) give preference to nominees who represent stakeholders whose interests are national in scope;

  • (c) with respect to nominees who are representative of users, give preference to those nominees who represent associations, groups, organizations or other entities that represent the interests of a broad constituency or, in the absence of such nominees, to nominees who represent the interests of a prominent corporation within their industry; and

  • (d) with respect to nominees who are representative of payment service providers, give preference to nominees who represent associations, groups, organizations or other entities that represent the common interests of the majority of participants in a particular industry or, in the absence of such nominees, to nominees who represent the interests of a prominent corporation within their industry.

• Marginal note:Other criteria

  (2) If, after each nominee is evaluated in accordance with the requirements of sections 10 and 11 and subsection (1), the number of nominees who are qualified exceeds the number of vacancies on the Council, the Board may consider

  • (a) whether the stakeholder whose interests would be represented by the nominee is already adequately represented on the Council;

  • (b) the business of the stakeholder whose interests would be represented by the nominee and its degree of reliance on the payment system;

  • (c) the level of research and development with regard to payment systems that has been undertaken by the stakeholder whose interests would be represented by the nominee;

  • (d) the nominee’s affiliations or experience with international organizations that have an interest relating to payment systems and the extent of those affiliations and that experience; and

  • (e) the skills, expertise and experience that the Board considers necessary to permit the Council to carry out its responsibilities effectively.

Marginal note:Reappointment

• 13 (1) Members of the Stakeholder Advisory Council appointed under subsection 21.2(4) of the Act may be reappointed for any number of additional terms.

• Marginal note:Elected directors

  (2) A member of the Council who is an elected director of the Association must be appointed for a term fixed by the Board and may be reappointed for any number of additional terms.

Marginal note:Removal

14 On the recommendation of the chairperson of the Stakeholder Advisory Council, and after consultation with the Minister of Finance, the Board may remove a Council member, other than an elected director of the Association, from office if the Council member

• (a) has been absent without just cause from three consecutive meetings of the Council;

• (b) represents the interests of a stakeholder that has ceased to exist or is no longer a stakeholder; or

• (c) no longer meets the eligiblity criteria that are set out in the Act or this By-law.

Cessation of Membership

Marginal note:When membership ceases

15 A person ceases to be a member of the Stakeholder Advisory Council when

• (a) their term expires;

• (b) they are unable to act due to an extended incapacity or illness;

• (c) they are removed from office under section 14;

• (d) they cease to be an elected director of the Association; or

• (e) they resign, in which case their resignation takes effect on the later of

  • (i) the day on which their resignation is given to the Board, and

  • (ii) the day specified in their resignation.

Vacancy on Council

Marginal note:Elected directors

16 If a vacancy occurs because an elected director of the Association ceases to be a member of the Stakeholder Advisory Council before their term would have expired, and if no other Council member is an elected director, the Board must appoint an elected director to the Council for the remainder of that term.

Marginal note:Other Council members

• 17 (1) If a vacancy occurs because a member of the Council, other than an elected director of the Association, is removed under paragraph 14(a) or (c) or ceases to be a member under paragraph 15(b) or (e),

  • (a) in the case where the vacancy occurs three months or more before the day on which their term would have expired, the stakeholder whose interests were represented by that Council member may nominate a substitute for the remainder of that term; or

  • (b) in any other case, the vacancy must not be filled.

• Marginal note:No stakeholder

  (2) If a vacancy occurs because a member of the Council is removed under paragraph 14(b),

  • (a) in the case where the vacancy occurs one year or more before the day on which their term would have expired, the Board may appoint a substitute for the remainder of that term; or

  • (b) in any other case, the vacancy must not be filled.

• Marginal note:Substitute appointed by Board

  (3) If the stakeholder mentioned in paragraph (1)(a) fails to nominate a substitute within the period specified in the notice of vacancy, the Board may appoint a substitute.

Member Advisory Council

Appointment

Marginal note:Maximum number of members

• 18 (1) The Member Advisory Council must consist of no more than 20 members, of which number no more than two may be elected directors of the Association.

• Marginal note:Composition — criteria

  (2) The Council must include at least six members who are representative of direct participants, at least two members who are representative of group clearers and at least four members who are representative of indirect participants.

• Marginal note:Definitions

  (3) The following definitions apply in subsection (2).

  direct participant

  direct participant means

  • (a) a direct clearer as defined in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System;

  • (b) a participant as defined in section 1 of the By-law No. 7 Respecting the Large Value Transfer System, except a group clearer; or

  • (c) a party to any clearing and settlement system, payment system or system or arrangement established or operated by the Association, except the ACSS as defined in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System or the LVTS as defined in section 1 of the By-law No. 7 Respecting the Large Value Transfer System. (participant direct)

  group clearer

  group clearer means a group clearer as defined in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System. (adhérent-correspondant de groupe) 

  indirect participant

  indirect participant means a member that, in the normal course of business, does not maintain a settlement account at the Bank of Canada. (participant indirect)

Marginal note:Eligibility — criteria

• 19 (1) Every person appointed to the Member Advisory Council, other an elected director of the Association, must be a director, officer or employee of a member and must represent the interests of that member.

• Marginal note:Other criteria

  (2) The members of the Council must have, as a group, the skills, expertise and experience that the Board considers necessary to permit the Council to carry out its responsibilities effectively.

Marginal note:Term and reappointment

• 20 (1) Members of the Member Advisory Council must be appointed for a term of no more than three years and may be reappointed for any number of additional terms.

• Marginal note:Elected directors

  (2) Despite subsection (1), a member of the Council who is an elected director of the Association must be appointed for a term fixed by the Board and may be reappointed for any number of additional terms.

Marginal note:Removal

21 On the recommendation of the chairperson of the Member Advisory Council, the Board may remove a Council member, other than an elected director of the Association, from office if the Council member

• (a) has been absent without just cause from three consecutive meetings of the Council; or

• (b) no longer meets the eligibility criteria that are set out in the Act or in this By-law.

Cessation of Membership

Marginal note:When membership ceases

22 A person ceases to be a member of the Member Advisory Council when

• (a) their term expires;

• (b) they are unable to act due to an extended incapacity or illness;

• (c) they are removed from office under section 21;

• (d) they cease to be an elected director of the Association;

• (e) they cease to be a director, officer or employee of the member whose interests they represent; or

• (f) they resign, in which case their resignation takes effect on the later of

  • (i) the day on which their resignation is given to the Board, and

  • (ii) the day specified in their resignation.

Vacancy on Council

Marginal note:Elected directors

23 If a vacancy occurs because an elected director of the Association ceases to be a member of the Member Advisory Council before their term would have expired, the Board may appoint an elected director to the Council for the remainder of that term.

Marginal note:Other Council members

• 24 (1) If a vacancy occurs because a member of the Council, other than an elected director of the Association, ceases to be a member under section 22,

  • (a) in the case where the vacancy occurs three months or more before the day on which their term would have expired, the member whose interests were represented by that Council member may nominate a substitute for the remainder of that term; or

  • (b) in any other case, the vacancy must not be filled.

• Marginal note:Substitute appointed by Board

  (2) If the member mentioned in paragraph (1)(a) fails to nominate a substitute within the period specified in the notice of vacancy, the Board may appoint a substitute.

Repeal

25 [Repeal]

Coming into Force

Marginal note:Registration

26 This By-law comes into force on the day on which it is registered.