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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 IVMembership

Admittance

Marginal note:Members

  •  (1) Only a person that is an association, a federal credit union, a central cooperative credit society, a local cooperative credit society, a cooperative corporation, a federal or provincial league or an unincorporated organization consisting wholly of any of those entities may be admitted to membership in an association.

  • Marginal note:Condition for membership

    (2) No person shall be admitted to membership in an association until the person’s application for membership has been approved by the directors and the person has complied fully with any by-law governing admission of members.

  • (3) [Repealed, 2001, c. 9, s. 264]

  • (4) [Repealed, 1994, c. 47, s. 50]

  • Marginal note:Membership not transferable

    (5) No transfer of a membership is valid for any purpose.

  • 1991, c. 48, s. 41
  • 1994, c. 47, s. 50
  • 2001, c. 9, ss. 263, 264
  • 2014, c. 39, s. 283

Marginal note:Right to vote

  •  (1) Subject to subsection (2) and the by-laws, each member of an association shall have one vote on all matters to be decided by the members.

  • Marginal note:Delegates

    (2) The members of an association may, by by-law, provide that the voting rights of a member shall be vested in one or more delegates to be elected or appointed by the member in such manner as may be provided for in the by-laws, and the delegates so elected or appointed may exercise all or any of those rights.

  • Marginal note:References

    (3) Where, in this Act, reference is made to a meeting of members of an association and the association has passed a by-law under subsection (2), a reference in this Act to a meeting of members shall be construed as a reference to a meeting of delegates.

Marginal note:Classes of members

 The members of an association may, by by-law, establish one or more classes of members, and such a by-law may provide for such matters as are necessary, including

  • (a) the qualifications for and the terms and conditions applying to membership in each such class;

  • (b) the number of delegates to represent each class and the manner of electing or appointing such delegates; and

  • (c) the election, appointment or removal of its directors by the members or delegates of particular classes.

Marginal note:Transfer of membership shares

 No transfer of membership shares in an association is valid unless the transfer is approved by resolution of the directors.

Marginal note:By-laws binding

 Subject to this Act, every by-law of an association binds the association and its members to the same extent as if

  • (a) each member had duly approved the by-law; and

  • (b) there were in the by-law a covenant under seal on the part of each member, and the successors and assigns of the member, to conform thereto.

Withdrawal and Expulsion

Marginal note:Notice of withdrawal

 A member may withdraw from membership in an association by giving six months notice of its intention to the directors or such shorter notice as the directors may fix.

Marginal note:Expulsion

  •  (1) A member may be expelled from membership in an association by special resolution passed by the directors at a meeting called for that purpose.

  • Marginal note:Conditions for resolution

    (2) A special resolution passed under subsection (1) is not valid unless prior written notice is given to the member setting forth the grounds on which the association is seeking to expel it and an opportunity is given to the member to appear, by an agent or counsel, to make submissions at the meeting of the directors called to consider the resolution to expel it.

  • Marginal note:Effective date

    (3) A special resolution passed under subsection (1) takes effect on the date on which the member is notified of the resolution or, if later, the date specified in the resolution.

Marginal note:Where withdrawal or expulsion

 Where a member withdraws or is expelled pursuant to section 46 or 47, the association shall permit the withdrawal of the member’s deposits with the association and shall, in accordance with any by-law passed pursuant to subsection 67(4), redeem the membership shares held by the member, unless

  • (a) there are reasonable grounds for believing that the association is, or the payment to redeem the membership shares would cause the association to be, in contravention of any regulation referred to in 409(1) and (2) or any direction referred to in 409(3); or

  • (b) subject to paragraph 79(1)(b), the redemption of the membership shares has not been approved by the Superintendent.

Members Register

Marginal note:Members register

  •  (1) An association shall maintain a members register in which it shall record

    • (a) the names, alphabetically arranged, and latest known addresses of the members and former members of the association;

    • (b) the number of membership shares held by each member; and

    • (c) the date and particulars of the issue and transfer of each membership share.

  • Marginal note:Former-Act and amalgamated associations

    (2) For the purposes of subsection (1), “members 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:Application of certain provisions

    (3) Subsection 236(4) and sections 240 to 242 and 246 to 249 apply, with such modifications as the circumstances require, in respect of a members register.

General Provisions

Marginal note:Minimum membership

  •  (1) The membership in a retail association and the former-Act association must include at least

    • (a) an association;

    • (b) two central cooperative credit societies not all of which are incorporated under the laws of one province;

    • (c) two local cooperative credit societies not all of which are incorporated under the laws of one province;

    • (d) two provincial leagues not all of which are incorporated under the laws of one province; or

    • (e) a federal credit union or a federal league.

  • Marginal note:Predominately federal membership

    (1.1) The membership of an association that is not a retail association or the former-Act association must be predominated by associations other than retail associations, by federal credit unions, by federal leagues or by any combination of them.

  • Marginal note:If minimum not attained

    (2) If, at any time, the membership in an association is not in accordance with subsection (1) or (1.1), as the case may be, the association shall without delay take the steps that are necessary to

    • (a) apply for a certificate of continuation or letters patent referred to in subsection 32(1); or

    • (b) liquidate and dissolve the association under Part VII.

  • 1991, c. 48, s. 50
  • 1998, c. 1, s. 384
  • 2001, c. 9, s. 265
  • 2007, c. 6, s. 144
  • 2014, c. 39, s. 284

Marginal note:Lien

 Unless the by-laws otherwise provide, where a member is indebted to an association, the association has a lien to the extent of the debt on the membership shares and deposits recorded in the name of, and any dividends payable to, the member.

Marginal note:No control

 No person other than an association may control an association.

  • 1991, c. 48, s. 52
  • 2001, c. 9, s. 266

PART VOrganization and Commencement

Organization Meetings

Marginal note:First directors’ meeting

  •  (1) After letters patent incorporating an association are issued, a meeting of the directors of the association shall be held at which the directors may, subject to this Part,

    • (a) adopt forms of certificates for membership shares and shares and of corporate records;

    • (b) authorize the issue of membership shares of the association;

    • (c) admit persons to membership in the association;

    • (d) appoint officers;

    • (e) make banking arrangements; and

    • (f) deal with any other matters necessary to organize the association.

  • Marginal note:Calling directors’ meeting

    (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 186(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the association.

Marginal note:Calling members’ meeting

  •  (1) After the meeting referred to in subsection 53(1), the directors of the association shall forthwith call a meeting of the members of the association.

  • Marginal note:Meeting of members

    (2) The members of an association shall, at the meeting called pursuant to subsection (1),

    • (a) make by-laws;

    • (b) elect or appoint directors to hold office for a term expiring not later than the close of the third annual meeting of the association following the election; and

    • (c) appoint an auditor to hold office until the close of the first annual meeting of the association.

Marginal note:Term of first directors

 A director named in the application for letters patent to incorporate an association holds office until the close of the meeting called pursuant to subsection 54(1).

Commencement and Carrying on of Business

Marginal note:Order to commence and carry on business

  •  (1) An association shall not carry on any business until the Superintendent has, by order, approved the commencement and carrying on of business by the association.

  • Marginal note:Former-Act association

    (2) A certificate or any other authorization that was given to the former-Act association and that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent under subsection (1).

  • Marginal note:Continued association

    (3) Except in respect of a body corporate that is continued as an association under this Act for the purpose of immediately amalgamating with one or more bodies corporate and continuing as an association under this Act, if letters patent continuing a body corporate as an association under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the association.

  • Marginal note:Amalgamated association

    (4) If letters patent amalgamating and continuing two or more bodies corporate as an association under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the association.

  • Marginal note:S. 57(2) and s. 60 do not apply

    (5) For greater certainty, subsection 57(2) and section 60 do not apply in respect of an association referred to in subsection (3) or (4).

  • 1991, c. 48, s. 56
  • 2005, c. 54, s. 145

Marginal note:Authority to make order

  •  (1) On application by an association, the Superintendent may make an order approving the commencement and carrying on of business by the association.

  • Marginal note:Statement of payments

    (2) An application by an association for an order under subsection (1) must contain a statement setting out the amounts paid or to be paid by the association in connection with its incorporation and organization.

Marginal note:No payments before order

 Until an order approving the commencement and carrying on of business is made for an association, the association shall not make any payment on account of incorporation or organization expenses out of the paid-in capital of the association and interest thereon, except reasonable sums

  • (a) for the remuneration of not more than two officers;

  • (b) for the payment of costs related to the issue of membership shares and shares of the association; and

  • (c) for the payment of clerical assistance, legal services, accounting services, office accommodation at one location, office expenses, advertising, stationery, postage and travel expenses.

Marginal note:Deposits and investments before order

 Where an association comes into existence but no order approving the commencement and carrying on of business is made for the association, the association may only

  • (a) deposit, in Canada, paid-in capital of the association in another deposit-taking Canadian financial institution; or

  • (b) invest paid-in capital of the association in unencumbered securities of the Government of Canada or the government of any province.

Marginal note:Conditions for order

  •  (1) The Superintendent shall not make an order approving the commencement and carrying on of business by an association until it has been shown to the satisfaction of the Superintendent that

    • (a) the meeting of members of the association referred to in subsection 54(1) has been duly held;

    • (b) the association has paid-in capital of at least five million dollars or such greater amount as the Minister may specify;

    • (c) the expenses of incorporation and organization to be borne by the association are reasonable; and

    • (d) all other relevant requirements of this Act have been complied with.

  • Marginal note:Time limit

    (2) The Superintendent shall not make an order approving the commencement and carrying on of business by an association more than one year after the day on which the association comes into existence.

  • 1991, c. 48, s. 60
  • 2001, c. 9, s. 267

Marginal note:Conditions of order

 An order approving the commencement and carrying on of business by an association may contain any conditions or limitations that the Superintendent considers appropriate.

  • 1991, c. 48, s. 61
  • 2001, c. 9, s. 268

Marginal note:Variations

  •  (1) In respect of the order approving the commencement and carrying on of business by an association, the Superintendent may at any time, by further order,

    • (a) make the order subject to such conditions or limitations that are consistent with this Act and that relate to the business of the association as the Superintendent deems expedient and necessary, or

    • (b) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject,

    but before making any such further order the Superintendent shall provide the association with an opportunity to make representations regarding that further order.

  • (2) to (6) [Repealed, 1996, c. 6, s. 53]

  • 1991, c. 48, s. 62
  • 1996, c. 6, s. 53
 
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