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

Act current to 2023-01-11 and last amended on 2022-01-01. Previous Versions

PART VIICorporate Governance (continued)

Corporate Records (continued)

Head Office and Corporate Records (continued)

Marginal note:Lists

  •  (1) A person who is entitled to a basic list of members or shareholders of an association (in this section referred to as the “applicant”) may request the association to furnish the applicant with a basic list within ten days after receipt by the association of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the association shall comply with the request.

  • Marginal note:Affidavit and contents

    (2) A request under subsection (1) must be accompanied by an affidavit containing

    • (a) the name and address of the applicant,

    • (b) the name and address for service of the entity, if the applicant is an entity, and

    • (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 239,

    and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity.

  • Marginal note:Entitlement to list

    (3) A member, shareholder or creditor of an association or their personal representative — or if the association is a distributing association, any person — is entitled to a basic list of members or shareholders of the association.

  • Marginal note:Basic list

    (4) A basic list of members or shareholders of an association consists of a list of members or shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out

    • (a) the names of the members or shareholders of the association;

    • (b) the voting rights of each member or the number of shares owned by each shareholder; and

    • (c) the address of each member or shareholder as shown in the records of the association.

  • Marginal note:Supplemental lists

    (5) A person requiring an association to supply a basic list of members or shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the association or its agent, on payment of a reasonable fee, to provide supplemental lists of members or shareholders setting out any changes from the basic list in the names and addresses of the members or shareholders and the voting rights of each member or the number of shares owned by each shareholder for each business day following the date to which the basic list is made up.

  • Marginal note:When supplemental lists to be furnished

    (6) An association or its agent shall provide a supplemental list of members or shareholders required under subsection (5)

    • (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and

    • (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided.

  • 1991, c. 48, s. 237
  • 2005, c. 54, s. 188

Marginal note:Option holders

 A person requiring an association to supply a basic list or a supplemental list of members or shareholders may also require the association to include in that list the name and address of any known holder of an option or right to acquire membership shares or shares of the association.

Marginal note:Use of list

 A list of members or shareholders obtained under section 237 shall not be used by any person except in connection with

  • (a) an effort to influence the voting of members or shareholders of the association;

  • (b) an offer to acquire shares of the association; or

  • (c) any other matter relating to the affairs of the association.

Marginal note:Form of records

  •  (1) A register or other record required or authorized by this Act to be prepared and maintained by an association

    • (a) may be in a bound or loose-leaf form or in a photographic film form; or

    • (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

  • Marginal note:Conversion of records

    (2) Registers and records maintained in one form may be converted to any other form.

  • Marginal note:Destruction of converted records

    (3) Notwithstanding section 243, an association may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.

Marginal note:Protection of records

 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

  •  (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).

  • 1991, c. 48, s. 242
  • 2001, c. 9, s. 291
  • 2005, c. 54, s. 189
  • 2007, c. 6, s. 156

Marginal note:Retention of records

 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

 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

  •  (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.

  • 1991, c. 48, s. 245
  • 2001, c. 9, s. 292
  • 2005, c. 54, s. 190

Marginal note:Agents

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

Marginal note:Location of central securities register

 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

 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

 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

 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

  •  (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.

  • 1991, c. 48, s. 251
  • 2005, c. 54, s. 191

 [Repealed, 1997, c. 15, s. 130]

Insiders

Interpretation

Marginal note:Definitions

  •  (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]

  • 1991, c. 48, s. 260
  • 2005, c. 54, s. 192

Insider Reporting

Marginal note:Insider report

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

  • 1991, c. 48, s. 261
  • 1997, c. 15, s. 131
  • 2005, c. 54, s. 193
 
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