Pension Fund Societies Act (R.S.C., 1985, c. P-8)

Short Title

Marginal note:Short title

1 This Act may be cited as the Pension Fund Societies Act.

Interpretation

Marginal note:Definitions

2 The definitions in this section apply in this Act.

parent corporation

parent corporation means the corporation any of whose officers establish or take proceedings to establish a pension fund society under this Act. (personne morale mère)

relative

relative, in relation to an officer or employee, includes a relative of the survivor of the officer or employee. (parent)

survivor

survivor, in relation to an officer or employee, means their spouse or a person who was cohabiting with the officer or employee in a conjugal relationship for a period of at least one year immediately before the death of the officer or employee. (survivant)

Establishment of Pension Fund Societies

Marginal note:Establishment

3 The president, vice-president, general manager, assistant general manager, or the person acting as such, and the cashier, assistant cashier and inspector of any corporation legally transacting business in Canada under any Act of Parliament, or any two of those officers, with any other of the superior officers, may establish a pension fund society in connection with the administration of the corporation under the regulations and subject to the supervision and control designated in this Act, and thereupon they and the employees of the corporation who join the society and those who replace them from time to time are and shall be designated as the pension fund society of the corporation, and under that name are a body corporate.

Marginal note:Declaration to be signed

• 4 (1) Any of the officers referred to in section 3 of any corporation who desire to establish a pension fund society under this Act may make and sign in duplicate a declaration to that effect according to the schedule setting out therein

  • (a) the names, residences and official positions of the officers;

  • (b) the name of the parent corporation;

  • (c) the exact name of the society; and

  • (d) the place within Canada that is to be the chief place of business of the society.

• Marginal note:To be filed

  (2) The declaration referred to in subsection (1) shall be filed in the office of the Minister of Industry and in the office of the registrar of deeds for the county or registration division within which the chief place of business of the society is to be situated.

• Marginal note:Provisional directors

  (3) The officers who make and sign the declaration referred to in subsection (1) shall be the provisional directors of the society and hold office until their successors are appointed or elected.

Marginal note:Notice of incorporation

• 5 (1) Notice of the incorporation of a pension fund society shall be given by publication in the Canada Gazette for four weeks and that notice shall set out

  • (a) the exact name adopted by the society;

  • (b) the designation of the chief place of business of the society; and

  • (c) the name of the secretary thereof on whom legal process may be served.

• Marginal note:Other notices

  (2) Notice of any change in the chief place of business of the society or of the secretary thereof shall be given by notice in the manner described in subsection (1).

Change of Name

Marginal note:Change of name

• 6 (1) The corporate name of a pension fund society established under this Act may be changed

  • (a) if at a special general meeting called for that purpose, or at any general meeting the notice for which specifically mentions that purpose among others, a by-law or a resolution to change the corporate name to another name specified in the by-law or resolution has been passed by a majority of at least two-thirds of the votes cast at the meeting by the contributories to the funds or members of the society, including the parent corporation; and

  • (b) if, on application by the board of directors of the society to the Minister of Industry and the filing with him of a duly certified copy of the resolution so passed and of such other information as he may require, the Minister is satisfied

    • (i) that the change of name is not proposed for any improper purpose,

    • (ii) that the new name proposed is not that of any other known corporation, association or body corporate or unincorporated, or liable to be confounded therewith, and

    • (iii) that the proposed change is not otherwise objectionable.

• Marginal note:Power of Minister to alter proposed name

  (2) If the proposed new name of a pension fund society appears to the Minister of Industry to be objectionable, he may substitute therefor another name approved by him.

• Marginal note:Notice

  (3) When the Minister of Industry has approved of a change of name of a pension fund society, he may direct that notice thereof be published in the Canada Gazette for four consecutive weeks, at the society’s expense, specifying

  • (a) the corporate name of the society, its chief place of business and the name of its secretary;

  • (b) the new name as approved by the Minister of Industry; and

  • (c) the date after the publication of notice on which the change of name will take effect.

• Marginal note:Date of effect

  (4) On and after the date specified in the notice published under subsection (3), the new name of the pension fund society as approved by the Minister of Industry shall be the corporate name of the society.

First Meeting of a Pension Fund Society

Marginal note:Provisional directors

• 7 (1) The provisional directors of a pension fund society have power to call the first meeting of the society, and at that meeting directors may be elected and by-laws may be passed under the provisions of this Act.

• Marginal note:By-laws to be filed with Minister

  (2) On the passage of the by-laws referred to in subsection (1), a copy thereof and subsequent copies of other by-laws in amendment thereof, in addition thereto or in diminution thereof, shall be filed with the Minister of Industry within two weeks after the passage thereof.

Board of Directors

Marginal note:Board of directors

• 8 (1) The affairs of a pension fund society shall be administered by a board of directors who shall be appointed or elected in such manner, in such number, with such qualifications and for such period as are determined by the by-laws of the society.

• Marginal note:How elected

  (2) At the first meeting of a pension fund society to be held under this Act,

  • (a) five directors shall be elected, subject to addition to that number if sanctioned by the by-laws of the society; and

  • (b) other officers may be appointed in such manner, with such remuneration and under such provisions concerning their powers and duties as are established by the by-laws of the society.

Right to Vote

Marginal note:Right to vote

9 Each contributor to the funds of a pension fund society, including the parent corporation, has such right to vote at general meetings of the society, on such occasions, subject to such restrictions and on such conditions as are determined by the by-laws of the society.

Fund

Marginal note:Power to form a fund

10 After its incorporation under this Act, every pension fund society has the power, by means of voluntary contribution or otherwise as its by-laws provide, to form a fund, and may invest, hold and administer the fund and from and out of the fund may

• (a) provide for the support and payment of pensions to officers and employees of the parent corporation incapacitated by age or infirmity; and

• (b) on the death of those officers or employees, pay annuities or gratuities to their survivors and minor children, or other relatives, in such manner as may be specified by the by-laws of the society.

By-laws

Marginal note:By-laws

• 11 (1) Every incorporated pension fund society has all powers necessary for the purposes of this Act and may make by-laws defining and regulating in the premises, and prescribing the mode of enforcement of all the rights, powers and duties of

  • (a) the society;

  • (b) the individual members thereof;

  • (c) the officers and employees of the parent corporation;

  • (d) the survivors and minor children, or other relatives, of those officers and employees; and

  • (e) the parent corporation.

• Marginal note:Idem

  (2) Every incorporated pension fund society may make by-laws for

  • (a) the formation and maintenance of the pension fund;

  • (b) the management and distribution thereof generally;

  • (c) enforcing any penalty or forfeiture in the premises; and

  • (d) the government and ordering of all business and affairs of the society.

• Marginal note:Sanction

  (3) No by-law referred to in this section has any force or effect unless it has been sanctioned by the board of directors of the parent corporation.

General

Marginal note:Powers

12 All the powers, authority, rights, penalties and forfeitures whatever in the premises, whether of the pension fund society, of the individual members thereof, of the officers and employees thereof or of their survivors, minor children and relatives, or of the parent corporation, shall be such as are defined and limited by the by-laws of the society and may be exercised and enforced in the manner prescribed by those by-laws.

Marginal note:Use of revenues

13 All the revenues of a pension fund society, from whatever source derived, shall be devoted exclusively to the maintenance of the society and the furtherance of its objects.

Marginal note:Contribution by parent corporation

14 The parent corporation may and is hereby authorized to contribute annually or otherwise to the funds of a pension fund society, by a vote of either its directors or its shareholders.

Marginal note:No assignment of interest of members

15 The interest of any member of a pension fund society in the funds of the society is not transferable, and may not be charged by way of pledge, hypothecation or movable hypothec without delivery, or be sold or assigned in any manner.

Marginal note:Returns

16 Every pension fund society established under this Act shall at all times, when required by the Governor in Council or by either House of Parliament, make a full return of its property and of its receipts and expenditures for such period and with such details and other information as the Governor in Council or either House of Parliament requires.

Subsidiary Corporations

Marginal note:Subsidiary corporations

• 17 (1) A pension fund society established under this Act may, at the request of the parent corporation evidenced by a resolution of its directors, admit to membership in the society, on such terms and conditions as the society may determine, any officers or employees of a subsidiary corporation of the parent corporation and may

  • (a) provide for the support and payment of pensions to the officers and employees incapacitated by age or infirmity; and

  • (b) on the death of those officers or employees, pay annuities or gratuities to their survivors and minor children, or other relatives, in such manner as may be specified by the by-laws of the society.

• Marginal note:Application

  (2) All the provisions of this Act applicable to officers and employees of the parent corporation who are members of a pension fund society apply with such modifications as the circumstances require to officers and employees admitted to membership pursuant to this section.

• Marginal note:Power to contribute and vote

  (3) A subsidiary corporation any of the officers or employees of which have been admitted to membership in a pension fund society under this section may, and is hereby authorized to, contribute annually or otherwise to the funds of the society by a vote of either its directors or its shareholders, and as a contributor has such right to vote at general meetings of the society, on such occasions, subject to such restrictions and on such conditions as are determined by the by-laws of the society.

• Definition of subsidiary corporation

  (4) In this section, subsidiary corporation means a corporation legally transacting business in Canada, under any Act of Parliament, the majority of the shares of which that have under all circumstances full voting rights is owned or controlled directly or indirectly by or for the parent corporation.