PART VIICorporate Governance (continued)
Fundamental Changes (continued)
Marginal note:Issue of letters patent
232 (1) Where an application has been made to the Minister in accordance with section 231, the Minister may issue letters patent of amalgamation continuing the applicants as one association.
Marginal note:Letters patent
(2) Where letters patent are issued pursuant to this section, section 28 applies with such modifications as the circumstances require in respect of the issue of the letters patent.
Marginal note:Publication of notice
(3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).
Marginal note:Court enforcement
232.1 (1) If an association or any director, officer, employee or agent of an association is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the association or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.
(2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.
- 2001, c. 9, s. 288
Marginal note:Effect of letters patent
233 (1) On the day provided for in the letters patent issued under section 232,
(a) the amalgamation of the applicants and their continuance as one association becomes effective;
(b) the property of each applicant continues to be the property of the amalgamated association;
(c) the amalgamated association continues to be liable for the obligations of each applicant;
(d) any existing cause of action, claim or liability to prosecution is unaffected;
(e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated association;
(f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated association;
(g) if any director or officer of an applicant continues as a director or officer of the amalgamated association, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated association; and
(h) the letters patent of amalgamation are the incorporating instrument of the amalgamated association.
(2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated association.
(3) Notwithstanding anything in this Act or the regulations, the Governor in Council may, by order, on the recommendation of the Minister, grant to an association in respect of which the letters patent were issued pursuant to subsection 232(1) permission to
(a) engage in a business activity specified in the order that an association is not otherwise permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;
(b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made;
(c) [Repealed, 1994, c. 47, s. 52]
(d) hold assets that an association is not otherwise permitted by this Act to hold if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;
(e) acquire and hold assets that an association is not otherwise permitted by this Act to acquire or hold if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and
(f) maintain outside Canada any records or registers required by this Act to be maintained in Canada.
Marginal note:Duration of exceptions
(4) The permission granted under any of paragraphs (3)(a) to (f) shall be expressed to be granted for a period specified in the order not exceeding
(a) with respect to any matter described in paragraph (3)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement;
(b) with respect to any matter described in paragraph (3)(b), ten years; and
(c) with respect to any matter described in any of paragraphs (3)(d) to (f), two years.
(5) Subject to subsection (6), the Governor in Council may, by order, renew a permission granted by order under subsection (3) with respect to any matter described in any of paragraphs (3)(b) to (e) for such further period or periods as the Governor in Council deems necessary.
(6) The Governor in Council shall not grant to an association any permission
(a) with respect to matters described in paragraph (3)(b) that purports to be effective more than ten years after the date of the approval for the association to commence and carry on business unless the Governor in Council is satisfied on the basis of evidence on oath provided by an officer of the association that the association will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
(b) with respect to matters described in paragraphs (3)(d) and (e) that purports to be effective more than ten years after the date of issue of the letters patent.
- 1991, c. 48, s. 233
- 1994, c. 47, s. 52
- 2007, c. 6, s. 153
Transfer of Business
Marginal note:Sale by association
233.1 (1) An association may sell all or substantially all of its assets to a financial institution incorporated under an Act of Parliament, a bank holding company or an authorized foreign bank in respect of its business in Canada if the purchasing financial institution, bank holding company or authorized foreign bank assumes all or substantially all of the liabilities of the association.
Marginal note:Sale agreement
(2) An agreement of purchase and sale (in subsection (3), section 233.2, subsections 233.3(1) and (4) and section 233.5 referred to as a “sale agreement”) must set out the terms of, and means of effecting, the sale of assets referred to in subsection (1).
(3) Despite anything in this Act, the consideration for a sale referred to in subsection (1) may be cash or fully paid securities of the purchasing financial institution, bank holding company or authorized foreign bank or in part cash and in part fully paid securities of the purchasing financial institution, bank holding company or authorized foreign bank or any other consideration that is provided for in the sale agreement.
Meaning of authorized foreign bank and bank holding company
(4) In this section, authorized foreign bank and bank holding company have the meaning assigned to those expressions by section 2 of the Bank Act.
- 2001, c. 9, s. 289
- 2014, c. 39, s. 285
Marginal note:Agreement to Superintendent
233.2 A sale agreement must be sent to the Superintendent before it is submitted to members and shareholders of the selling association under subsection 233.3(1).
- 2001, c. 9, s. 289
- 2007, c. 6, s. 154
233.3 (1) The directors of a selling association shall submit a sale agreement for approval to a meeting of the members, and to a meeting of shareholders, of the association and, subject to subsection (3), to the holders of each class or series of shares of the association.
Marginal note:Right to vote
(2) Each share of a selling association carries the right to vote in respect of a sale referred to in subsection 233.1(1) whether or not the share otherwise carries the right to vote.
Marginal note:Class vote
(3) The holders of shares of a class or series of shares of a selling association are entitled to vote separately as a class or series in respect of a sale referred to in subsection 233.1(1) only if the shares of the class or series are affected by the sale in a manner different from the shares of another class or series.
Marginal note:Special resolution
(4) A sale agreement is approved when the members and shareholders, and the holders of each class or series of shares entitled to vote separately as a class or series under subsection (3), of the selling association have approved the sale by special resolution.
- 2001, c. 9, s. 289
Marginal note:Abandoning sale
233.4 If a special resolution approving a sale under subsection 233.3(4) so states, the directors of a selling association may, subject to the rights of third parties, abandon the sale without further approval of the members and shareholders.
- 2001, c. 9, s. 289
Marginal note:Application to Minister
233.5 (1) Subject to subsection (2), unless a sale agreement is abandoned in accordance with section 233.4, the selling association shall, within three months after the approval of the sale agreement in accordance with subsection 233.3(4), apply to the Minister for approval of the sale agreement.
Marginal note:Conditions precedent to application
(2) No application for approval under subsection (1) may be made unless
(a) a notice of intention to make the application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the selling association is situated; and
(b) the application is supported by satisfactory evidence that the selling association has complied with the requirements of sections 233.1 to 233.4 and this section.
Marginal note:Approval by Minister
(3) A sale agreement has no force or effect until it has been approved by the Minister.
Marginal note:Approval by Minister
(4) If an application has been made to the Minister in accordance with subsections (1) and (2), the Minister may approve the sale agreement to which the application relates.
- 2001, c. 9, s. 289
Head Office and Corporate Records
Marginal note:Head office
234 (1) An association shall at all times have a head office in the province specified in its incorporating instrument or by-laws.
Marginal note:Change of head office
(2) The directors of an association may change the address of the head office within the province specified in the incorporating instrument or by-laws.
Marginal note:Notice of change of address
(3) An association shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address.
- 1991, c. 48, s. 234
- 2005, c. 54, s. 186
235 (1) An association shall prepare and maintain records containing
(a) its incorporating instrument and the by-laws of the association and all amendments thereto;
(b) minutes of meetings and resolutions of members and shareholders;
(c) the information referred to in paragraphs 432(1)(a) and (c) to (g) contained in all returns provided to the Superintendent pursuant to section 432;
(d) particulars of any authorizations, conditions and limitations established by the Superintendent under section 61 or subsection 62(1) that are from time to time applicable to the association; and
(e) written approvals of the Minister and the Superintendent relating to special resolutions of members and shareholders and changes in the by-laws of the association.
Marginal note:Additional records
(2) In addition to the records described in subsection (1), an association shall prepare and maintain adequate
(a) corporate accounting records;
(b) records containing minutes of meetings and resolutions of the directors and any committee thereof; and
(c) records showing, for each member and customer of the association, on a daily basis, particulars of the transactions between the association and that member and customer and the balance owing to or by the association in respect of that member or customer.
Marginal note:Amalgamated and former-Act associations
(3) For the purposes of paragraph (1)(b) and subsection (2),
(a) in the case of a body corporate amalgamated and continued as an association under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so amalgamated; and
(b) in the case of the former-Act association, “records” includes similar records required by law to be maintained by the association before the coming into force of this section.
- 1991, c. 48, s. 235
- 2007, c. 6, s. 155(E)
Marginal note:Place of records
236 (1) The records described in section 235 shall be kept at the head office of the association or at such other place in Canada as the directors think fit.
Marginal note:Notice of place of records
(2) Where any of the records described in section 235 are not kept at the head office of an association, the association shall notify the Superintendent of the place where the records are kept.
(3) The records described in section 235, other than those described in paragraph 235(2)(c), shall at all reasonable times be open to inspection by the directors.
Marginal note:Access to association records
(4) Members, shareholders and creditors of an association and their personal representatives may examine the records referred to in subsection 235(1) during the usual business hours of the association and may take extracts from them free of charge or have copies of them 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 those records during the usual business hours of the association and take extracts from them or have copies of them made.
Marginal note:Electronic access
(4.1) An association may make the information contained in records referred to in subsection 235(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.
Marginal note:Copies of by-laws
(5) Every member and every shareholder of an association is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the association.
- 1991, c. 48, s. 236
- 2001, c. 9, s. 290
- 2005, c. 54, s. 187
- Date modified: