Statutes of Newfoundland 1995

Short title

Definitions

Co-operative basis

Part prevails

Prohibition

Incorporation

(2) A person referred to under subsection (1) shall not

(3) The incorporators shall apply for incorporation as a credit union by sending to the superintendent

Articles

and shall provide for other matters which under this Act are required to be dealt with in the articles.

(2) The articles may set out provisions permitted by this Act to be set out in the by-laws of the credit union.

(3) For the purpose of paragraph (1)(d), "bond of association" means a characteristic common to all members of a credit union and which leads them to join together in a credit union.

By-laws

(2) The by-laws of a credit union may provide for matters in addition to those referred to in paragraphs (1)(a) to (d) if the by-laws are not inconsistent with this Act.

Certificate of incorporation

(2) The superintendent shall file the articles of incorporation and by-laws submitted under subsection 6(3) and shall issue a certificate of incorporation in accordance with section 232.

(3) The superintendent shall give notice of the issuing of a certificate of incorporation in the Gazette.

Certificate of incorporation

(2) A certificate of incorporation shall be considered to be proof

Business commencement requirements

(2) The superintendent shall not approve the commencement of business of a credit union unless that credit union has complied with the requirements that are prescribed by regulation for the commencement of business.

(3) Subsection (1) shall not prohibit business activities that are necessary to enable the credit union to meet the requirements of subsection (2).

(4) A credit union shall deposit with central all deposits and share subscriptions taken before that credit union is approved to commence business and central shall hold those deposits and share subscriptions in the manner prescribed by regulation for the members by whom or on whose behalf they were paid until that credit union commences business.

Name

(2) A credit union shall clearly identify itself and set out its name in legible characters in all contracts, invoices, negotiable instruments, orders, advertising and other representations to the public.

(3) A credit union may carry on business by a name other than its full name, provided that the words "credit union" or "caisse populaire" are included in that name.

(4) A person or association of persons shall not

unless that person or association of persons is incorporated under this Act or an Act of the Parliament of Canada or of another province of Canada.

(5) Subsection (4) does not apply to the central or the guarantee corporation.

(6) Notwithstanding subsection (1), a credit union existing under the Co-operative Societies Act in force immediately before the commencement of this Act and operating under the title or name of "Co-operative Credit Society" may be continued under this Act in that name.

Name reservation

Prohibited names

(2) A credit union shall not carry on business under a name that is similar to the name of another business, association or corporation if the use of that name by the credit union would, in the opinion of the superintendent, be likely to confuse or mislead, unless the business, association or guarantee corporation consents in writing to its name being given in whole or in part to the credit union and, if required by the superintendent, the business, association or guarantee corporation undertakes to dissolve or to change its name within 6 months after the incorporation of the credit union.

(3) Where a credit union is granted a name subject to an undertaking given under subsection (2) and the undertaking is not carried out within the specified time, the superintendent may direct the credit union to which the name is granted to change its name to a name that complies with this Act and, if the credit union fails to comply with that directive within 60 days after the service of that directive, the superintendent may revoke the name of the credit union and assign to it a name or number and, until changed in accordance with section 126, the name of the credit union is the name or number assigned.

(4) Where a credit union

that violates this section, the superintendent may direct the credit union to change its name.

(5) Where a credit union is directed under subsection (4) to change its name and fails within 60 days after the service of that directive to change its name to a name that complies with this Act, the superintendent may revoke the name of the credit union and assign to it a name or number and, until changed in accordance with section 126, the name or number of the credit union is the name or number assigned.

(6) Where a credit union has had its name revoked and a name or number assigned to it under subsection (3) or (5), the superintendent shall issue a certificate of amendment showing the new name of the credit union and shall give notice of the change of name in the Gazette.

Pre-incorporation contract

(2) A credit union may, within a reasonable time after it comes into existence, by an action or conduct signifying its intention to be bound by it, adopt an oral or written contract made before it came into existence in its name or on its behalf, and on that adoption

(3) Except as provided in subsection (4), whether or not an oral or written contract made before the coming into existence of a credit union is adopted by the credit union, a party to the contract may apply, within a reasonable time after the date of incorporation of the credit union, to the court for an order fixing obligations under the contract as joint or joint and individual or apportioning liability between or among the credit union and a person who purported to act in the name of or on behalf of the credit union and a judge of the court may make an order that he or she considers appropriate.

(4) If expressly provided in the oral or written contract, a person who purported to act in the name of or on behalf of the credit union before it came into existence is not bound by the contract or entitled to the benefits of it.

Capacity

Jurisdiction outside province

Business of credit unions

(2) A credit union shall not carry on a business other than that appertaining to the business of credit unions and a credit union shall not

(3) Notwithstanding subsections (1) and (2), a credit union may in the manner prescribed by regulation, enter into an arrangement with a financial institution or another corporation for the provision of a service offered by that financial institution or other corporation.

Insurance

(2) Nothing in subsection (1) precludes a credit union

Subsidiaries and trade

(2) Except as provided under this Act, a credit union shall not, directly or indirectly, through a subsidiary or otherwise, deal in goods, wares and merchandise or engage in a trade or other business.

Restrictions

(2) A credit union shall not carry on a business or exercise a power if it is restricted by its articles, by-laws or this Act from carrying on that business or exercising that power and shall not exercise its powers in a manner contrary to its articles, by-laws or this Act.

(3) An act of a credit union, including a transfer of property to or by a credit union, is not invalid by reason only that the act or transfer is contrary to its articles, by-laws or this Act.

No contravention notice

Reliance

except where the person has or, by virtue of that person's position with or relationship to the credit union ought to have, knowledge of that fact.

Registered office

(2) A notice of registered office shall be sent to the superintendent together with articles that designate or change the place of the registered office of the credit union.

(3) The directors of a credit union may change the address of the registered office within the place specified in the articles.

(4) A credit union shall file a notice of a change of address with the superintendent, within 15 days after a change of address of its registered office.

Branch office

Records

(2) Notwithstanding subsection (1), where a credit union, satisfies the superintendent,

the superintendent may, on terms and conditions that he or she considers appropriate, authorize the credit union to keep the records at a place other than the registered office.

(3) The superintendent may, on terms and conditions that he or she considers appropriate, vary or revoke an authorization made under subsection (2).

Examination of records

(2) The members of the credit union, their agents and legal representatives may examine the members' register referred to in paragraph 26(1)(d) during the normal business hours of the credit union and may, on payment of a reasonable fee, receive from the credit union a copy of the members' register.

(3) An application made under subsection (1) shall have attached an affidavit of the applicant that

(4) A person who uses a register for a purpose not related to the affairs of the credit union commits an offence.

(5) A credit union shall make the members' register available at a meeting of members for examination by the members.

(6) The directors of a credit union or the authorized representative of the board of directors may examine the records of the credit union at all reasonable times without charge.

(7) The superintendent or a person authorized by him or her may examine the records of a credit union at all reasonable times without charge.

Form of records

(2) A credit union and its agents shall take reasonable precautions to

the registers and other records required by this Act to be prepared and maintained.

Corporate seal

(2) An instrument or agreement executed on behalf of a credit union by a director, an officer or an agent of the credit union is not invalid merely because a corporate seal is not affixed to it.

Member shares

(2) A credit union is not limited as to the number of member equity shares it may issue to members.

(3) A member of a credit union shall purchase and hold not fewer than the number of fully paid member equity shares that is prescribed by regulation.

(4) Notwithstanding subsection (3), the by-laws of a credit union may permit or require that members hold more than the number of member equity shares that are prescribed by regulation.

Transitional

Shares other than members' equity shares

(2) If the articles provide for the issuing of classes of shares in addition to member equity shares, there shall be set out in the articles

(3) The superintendent shall not approve the issuing of a class of shares other than member equity shares or surplus shares if, in the opinion of the superintendent, issuing those shares would

(4) Member equity shares shall rank behind all other classes of shares issued by the credit union and holders of member equity shares shall not, upon the winding-up or liquidation of a credit union, be entitled to reconsider, in whole or in part, their member equity shares until the amounts outstanding on all other classes of shares have been paid in full.

Share certificates not required

Considerations

(2) A credit union shall not issue member equity shares if the proposed consideration for those shares consists in whole or in part of a promissory note or a promise to pay.

Patronage refunds

Dividends on shares

Purchase of surplus shares

Restriction on payment

(2) If, but for paragraph (1)(c), a credit union would be able to make a payment referred to in subsection (1), the superintendent may, upon the recommendation of the guarantee corporation, authorize a payment of a patronage refund or dividend upon those terms and conditions that he or she considers advisable.

Exception

(2) A payment authorized under subsection (1) shall be disclosed in the notes of the financial statements of the credit union.

Liability limited

Remedy

Unclaimed balances

Member right to withdraw deposits

(2) Notwithstanding subsection (1), a credit union may require in writing, not more than 90 days' notice in writing of a member's intention to withdraw an amount contained in the member's deposit account.

(3) Subsections (1) and (2) do not apply in relation to deposits placed with a credit union for a stated term or an amount contained in a deposit account on which a bill of exchange payable on demand may be drawn.

Trust funds

is, notwithstanding this kind of trust, sufficient authorization to and a valid and binding discharge of the credit union and the credit union is not bound to see to the application of money paid in relation to that cheque, bill of exchange, withdrawal slip or receipt.

(2) Unless the instrument of trust permits, an amount contained in a deposit account held by a trustee in trust for a named beneficiary or otherwise may not be charged to secure a loan or obligation.

Partial payment on death

Nomination of beneficiary

(2) The interest of the member referred to in subsection (1) shall, on the death of that member, pass and vest in the person nominated as fully as though passed and vested during the lifetime of the member.

(3) A member of a credit union may vary or revoke a nomination made by the member under subsection (1) by a document, signed by the member, witnessed, and filed with the credit union.

Loans

(2) A credit union shall not make loans except in accordance with the regulations and the loan policies established in accordance with subsection (1).

Report

Lien

(2) A credit union may apply the deposits and shares on which it has a lien, and interest on them, to an obligation in relation to the indebtedness without notice to any person.

(3) For the purposes of subsection (2), an indebtedness shall be considered to be in default where

Overdrafts

Liquid assets

(2) A credit union may make investments for the purpose of meeting the requirements in relation to liquid assets only in accordance with the regulations.

Investments

Doubtful loans

Equity

Borrowing

Matching

Insurance required

Valuation of assets

(2) Where, in the opinion of the superintendent, the realizable value of the assets of a credit union is less than the aggregate of its liabilities and its equity other than retained earnings, he or she may

Membership

(2) Subject to the by-laws, the directors of a credit union may refuse to accept an application for membership if they are satisfied that it is not in the interest of the credit union to accept the application.

(3) A person under 19 years of age may be accepted as a member of a credit union and shares may be held and money may be received by the credit union in that person's name or in the name of a trustee for that person if the trustee is a member or is eligible to be a member of the credit union.

(4) A credit union may, if provided in its articles and by-laws and in accordance with the regulations, provide associate membership in that credit union.

(5) A credit union shall not be a member or an associate member of another credit union.

Bond of association

(2) Notwithstanding subsection (1), a member of the credit union who leaves a group having a bond of association may retain membership in the credit union and all the rights and privileges of a member if the by-laws of the credit union so provide.

(3) For the purpose of this section, "bond of association" means a characteristic common to all members of a credit union and which leads them to join together in a credit union.

Membership termination

(2) A member whose membership is proposed to be terminated under subsection (1) is entitled to at least 7 days' notice of the meeting at which the resolution is to be considered, together with a statement of the grounds on which the membership is proposed to be terminated.

(3) A member whose membership is proposed to be terminated under subsection (1) is entitled to appear and be heard in person or by counsel at a meeting at which the resolution is to be considered.

(4) Within 7 days after a resolution is passed in accordance with subsection (1), the credit union shall, by registered mail, notify the person whose membership is so terminated.

(5) A person whose membership is terminated under subsection (1) may appeal the termination at the next general meeting of the members of the credit union by sending a notice of appeal to the credit union within 14 days after the notice was mailed under subsection (4).

(6) At a meeting of members to which an appeal under subsection (5) is brought, the members shall, by a majority vote, confirm or set aside the resolution of the directors terminating the membership of a member.

(7) The members of a credit union may terminate the membership of a member by special resolution.

(8) A person who appeals a termination of membership in accordance with subsection (5) shall, notwithstanding the resolution terminating membership, continue to be a member of the credit union until the termination is confirmed by a meeting of members under subsection (6).

(9) A person whose membership is terminated under this section shall not again be admitted to membership in the credit union except by a special resolution of the members at a general meeting.

Membership withdrawal

(2) Provisions in relation to the termination of or withdrawal from membership in a credit union shall not affect the provisions of a contract between a terminated or withdrawing member and the credit union and a provision shall not affect the term for which a person has agreed to place deposits with the credit union.

Remedy preserved

By-laws

(2) Notwithstanding subsection (1), a by-law and an amendment or a repeal of a by-law is not effective until it is approved by the superintendent.

(3) A proposed by-law or amendment or repeal of a by-law may be sent to the superintendent for approval before its adoption by the members of the credit union.

(4) Where a by-law, amendment or repeal of a by-law is approved by the superintendent before its adoption by the members of a credit union,

(5) If a credit union fails to comply with subsection (4), the by-law, amendment or repeal is void.

Members bound

Place of meetings

Calling meetings

(2) At the request of the directors, the superintendent may extend the time in which the first or a subsequent annual meeting of the credit union shall be held.

Record date

Notice of meetings

(2) If a meeting of members is adjourned by one or more adjournments for more than 7 days, notice of the adjourned meeting shall be given as for an original meeting.

(3) All business transacted

shall be considered to be special business.

(4) Notice of a meeting of members at which special business is to be transacted shall state

Waiver of notice

(2) An objection made under subsection (1) shall be made at the commencement of the meeting.

Member notice

(2) A credit union shall set out a proposal in the notice of the meeting at which the proposal is to be presented.

(3) If requested by a member submitting a proposal, the credit union shall include in the notice of meeting or attach to it a statement by the member of not more than 200 words in support of the proposal, and the name and address of the member.

(4) A proposal may include nominations for the election of directors if the election of those nominated as directors would conform with the provisions of this Act, the articles and by-laws of the credit union, but this subsection does not prevent nominations being made at a meeting of members.

(5) A credit union is not required to comply with subsections (2) and (3)

(6) A credit union or person acting on its behalf shall not incur liability by reason only of circulating a proposal or statement in compliance with this section.

(7) If a credit union refuses to include a proposal in a notice of meeting, the credit union shall, within 10 days after receiving the proposal, notify the member submitting the proposal of its intention to omit the proposal from the notice of meeting and send to the member a statement of the reasons for the refusal.

(8) On the application of a member claiming to be aggrieved by a refusal under subsection (7), the court may restrain the holding of the meeting to which the proposal is sought to be presented and make another or further order it thinks fit.

(9) The credit union or a person claiming to be aggrieved by a proposal may apply to the court for an order permitting the credit union to omit the proposal from the notice of meeting, and the court, if it is satisfied that subsection (5) applies, may make an order as it thinks fit.

(10) An applicant under subsection (8) or (9) shall give the superintendent notice of the application and the superintendent is entitled to appear and be heard in person or by counsel.

Quorum

(2) If a quorum is present at the opening of a meeting of members, the members present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

(3) If a quorum is not present at the opening of a meeting of members, the members present may adjourn the meeting to a fixed time and place but may not transact any other business.

Voting

(2) A member of a credit union has only one vote on a question that may be voted on at a meeting of members.

Corporate representation

(2) Notwithstanding section 75, a natural person authorized under subsection (1) may exercise, on behalf of the corporation or association that person represents, all the powers the corporation or association could exercise if it were a natural person.

Voting by proxy

Joint membership

Executors and administrators

Ballot

Voting method

(2) A member may demand a ballot either before or after a vote by show of hands and the result of the ballot shall be the decision of the members.

Requisition by members to call meeting

(2) The request referred to in subsection (1), may consist of several documents in the same form, each signed by one or more members and shall state the business to be transacted at the meeting and shall be sent to the registered office of the credit union.

(3) On receiving the request referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the request, unless the business of the meeting as stated in the request includes a matter described in paragraphs 71(5)(b) to (e).

(4) If the directors do not, within 30 days after receiving the request referred to in subsection (1), call a meeting, a member who signed the request may call the meeting.

(5) A meeting called, held and conducted in accordance with this section is for all purposes a properly called, held and conducted meeting of members of the credit union.

(6) Unless the members otherwise resolve at a meeting called under subsection (4), the credit union shall reimburse the members for the expenses reasonably incurred by them in requesting, calling and holding the meeting.

(7) A request under subsection (4) shall give the superintendent notice of the application and the superintendent is entitled to appear and be heard in person or by counsel.

Meeting called by superintendent

(2) The superintendent may order that the quorum required by this Act or the by-laws be varied or dispensed with at a meeting called, held and conducted in accordance with this section.

(3) A meeting called, held and conducted in accordance with this section is for all purposes a properly called, held and conducted meeting of members of the credit union.

Directors

(2) The directors of a credit union shall

Qualifications

Terms of office

(2) The members of a credit union shall, by ordinary resolution at the first meeting of the members and at each succeeding annual meeting of the members at which an election of directors is required, elect directors to hold office for a term established in the by-laws and that term shall not exceed 3 years.

(3) Notwithstanding the provisions of subsection (2), the by-laws of a credit union may provide the manner in which members of a credit union elect directors for a district at a district meeting.

(4) It is not necessary that all directors elected at a meeting of members hold office for the same term.

(5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of members following that director's election.

(6) Notwithstanding anything contained in this section, if directors are not elected at a meeting of the members, the incumbent directors continue in office until their successors are elected.

Ceasing to hold office

(2) A resignation of a director becomes effective at the time a written resignation is received by the credit union, or at the time specified in the resignation, whichever is later.

Removal of directors

(2) A vacancy created by the removal of a director from office may be filled at the meeting of the members at which the director is removed or, if not so filled, may be filled under section 88.

Reasons

is entitled to submit to the credit union a written statement giving the reasons for the resignation or for opposing an action or resolution proposed for the purposes described in paragraphs (b) and (c).

(2) Where a director resigns under paragraph (1)(a), he or she may request that the credit union send to members of the credit union and the superintendent, a copy of the statement referred to in subsection (1) and where a request is made, the credit union shall immediately comply with that request.

(3) Where a director receives a notice under paragraphs (1)(b) and (c), the credit union shall immediately send a copy of the statement referred to in subsection (1) to members of that credit union and to the superintendent.

(4) A credit union or person acting on its behalf shall not incur liability by reason only of circulating a statement in compliance with subsections (2) and (3).

Vacancy

(2) If the members fail to elect the required number of directors at a meeting, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

(3) If there is a failure to elect the required number of directors at a meeting of members, the directors then in office shall immediately call a meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by a member.

(4) Notwithstanding subsection (1), the articles or by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members.

(5) If a vacancy among the directors is filled in accordance with subsection (1), the appointment shall be ratified at the next meeting of members.

Notice of change of directors

(2) An interested person or the superintendent may apply to the court for an order requiring a credit union to comply with subsection (1), and on the application the court may so order and make any further order it thinks fit.

(3) A director named in the articles or in a notice sent by the credit union to the superintendent under subsection (1) is presumed for the purposes of this Act to be a director of the credit union.

Meetings

(2) Unless the articles or by-laws otherwise provide, a majority of the required number of directors constitutes a quorum at a meeting of directors and, notwithstanding a vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

(3) Unless the by-laws otherwise provide, a notice of a meeting of directors need not specify a matter that is to be dealt with at the meeting except where that matter

(4) A director may waive a notice of a meeting of directors and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting was not lawfully called, provided that the objection is made at the start of the meeting.

(5) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

(6) Subject to the by-laws, a director may participate in a meeting of directors or a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and a director participating in the meeting by those means shall be considered for the purposes of this Act to be present at that meeting.

Committees

(2) The members of a committee appointed by the directors shall be members of the credit union and the chairperson of the committee shall be a director of the credit union.

(3) A committee appointed by the directors shall keep minutes of its proceedings and shall submit to the directors at each meeting of directors the minutes of the committee's proceedings during the period since the last meeting of the directors.

(4) Notwithstanding subsection (1), a committee appointed by the directors shall not

Credit and audit committees

Validity of acts

Resolution

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or of a committee appointed by the directors.

Liability

(2) Where a loan is made by a credit union to a member in violation of this Act, the person receiving the loan and all directors, officers and members of committees of the credit union who, with knowledge of the violation, made or approved the loan are jointly and individually liable to the credit union for the unpaid balance of the loan, with interest.

(3) A director, an officer or a member of a committee who satisfies a judgment made as a result of an application to the court and under this section is entitled to contribution from all other persons who by virtue of this Act are also liable.

(4) A director, an officer or a member of a committee who is liable under subsection (1) or (2) may apply to the court for an order compelling a member or other recipient to pay money or deliver property to the director, officer or member of a committee that was improperly paid or distributed to the member or other recipient.

(5) An action to enforce a liability imposed by subsection (1) or (2) may not be commenced after 2 years after the date of the resolution authorizing the thing complained of.

Duty to report

shall, within 7 days after becoming aware of it, give written notice of the matter to the superintendent.

Material contracts

(2) In this section and section 98, "material contract" includes a contract made by a credit union under which the credit union

(3) A director or an officer shall be considered to have a material interest in a material contract in which one or more of the following persons is a party or in which any of them have a material interest:

(4) A director or an officer shall be considered to have a material interest in a material contract involving another person where the director or officer is

(5) For the purpose of this section and section 98, a material contract does not include

Disclosure

is considered to have a conflict of interest with the credit union and shall disclose in writing to the credit union and request to have entered in the minutes of meetings of directors the nature and extent of the interest and shall not participate in a vote conducted by the directors or of a committee of the credit union relating to the material contract or proposed material contract.

(2) The onus is upon the director or officer and the credit union to demonstrate

(3) A director or officer shall as prescribed by regulation, make the disclosure required by subsection (1) immediately upon the director or officer becoming aware of the conflict of interest.

(4) For the purpose of this section, general notice to the directors of a credit union by a director or officer, declaring that he or she has a material interest in a contract is a sufficient declaration of interest in relation to that contract.

(5) A contract or transaction in which a director or officer has a conflict of interest is neither void nor voidable by reason only of that conflict of interest or by reason only that a director with a conflict of interest is present at or is counted to determine the presence of a quorum of a meeting of directors or a committee of directors that authorized the contract or transaction, if the director or officer disclosed the conflict of interest in accordance with this section, did not participate in the vote to authorize that contract or transaction and the contract or transaction was approved by the directors or the members and it was reasonable and fair to the credit union at the time it was approved.

(6) When a director votes on a resolution in which the director has declared a conflict of interest, the contract or transaction that is the subject of the resolution is valid only if it is approved by not less than 2/3 of the votes cast by the members at a special meeting of the credit union.

(7) Where a director or officer of a credit union fails to disclose a conflict of interest in accordance with this section or participates in a vote which is not subsequently ratified by the members, the court may, upon the application of the credit union or a member of the credit union, set aside the contract or transaction on those terms as it sees fit.

(8) A director or officer of a credit union who, without reasonable cause, fails to disclose a conflict of interest in accordance with this section is guilty of an offence and liable on summary conviction to a fine not exceeding $500 and that director or officer, on conviction, shall cease to hold office and shall not be eligible for election as a director or for appointment as an officer of a credit union for a period of 5 years after the date of the conviction.

(9) An auditor shall immediately report to the board of directors and the superintendent a breach of a provision of this section of which the auditor is aware and, if the board of directors does not act to rectify the breach within a reasonable period of time, the auditor shall immediately report the failure to rectify to the superintendent.

Designation of officers

(2) A director may become an officer of the credit union and a member of a committee.

(3) Two or more offices of the credit union may be held by the same person.

(4) Subsections (1) to (3) are subject to the articles and by-laws of the credit union.

Remuneration and expenses

Duty of care

(2) A provision in a contract, the articles, the by-laws or a resolution shall not relieve a director or an officer from the duty to act in accordance with this Act.

(3) This section is in addition to and not a derogation from another enactment or rule of law relating to the duty or liability of directors or officers of a credit union.

Dissent

(2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

(3) A director who was not present at a meeting at which a resolution was passed or an action was taken shall be considered to have consented to a resolution passed or action taken, unless within 7 days after becoming aware of the resolution the director

(4) A director who relies in good faith on

is not liable under section 95.

Indemnification

a credit union may indemnify a director or an officer of the credit union or a person who acts or acted at the credit union's request as a director or an officer of a corporation of which the credit union is or was a member, shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in relation to a civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or an officer of the credit union or corporation, if the director or officer

(2) A person referred to in subsection (1) is entitled to indemnity from the credit union in relation to all costs, charges and expenses reasonably incurred in connection with the defence of civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been a director or an officer of a credit union or corporation if the person seeking indemnity

(3) A credit union may purchase and maintain insurance for the benefit of a person referred to in subsection (1) against liability incurred by that person

(4) A credit union or a person referred to in subsection (1) may apply to the court for an order approving an indemnity under this section and the court may so order and make a further order it thinks fit.

(5) An applicant under subsection (4) shall give the superintendent and the guarantee corporation notice of the application and the superintendent and the guarantee corporation are entitled to appear to be represented and be heard in person or by counsel.

(6) On an application under subsection (4), the court may order notice to be given to a person and that person is entitled to appear to be represented and be heard in person or by counsel.

Fiscal year

Annual returns

(2) The return shall be on a form provided by the superintendent and shall be signed and the contents of it shall be certified to be true by a director or an officer of the credit union.

(3) In addition to the return required under subsection (1), the superintendent may require a credit union to file, within a time that he or she specifies, an additional return containing other information that the superintendent may require.

(4) The regulations may prescribe a filing fee payable by a credit union to the superintendent upon the filing of a return under this section, and additional fees may be charged for late filing.

(5) A credit union shall provide to the superintendent and the central, periodic financial reports on or before the dates that are prescribed by regulations.

(6) If as a result of an audit an auditor prepares a management letter highlighting weaknesses and deficiencies in the financial affairs of the credit union and other matters which may affect the well being of the credit union, he or she shall provide a copy of it to the superintendent.

Annual financial statements

(2) The financial statements required under subsection (1) shall, except as otherwise required by this Act or the superintendent, be prepared in accordance with generally accepted accounting principles.

(3) At each annual meeting of members of a credit union the directors shall disclose

(4) A credit union shall, before each annual meeting of members, send a copy of the documents referred to in subsections (1) and (3) to the superintendent.

(5) A credit union shall upon request, provide to the guarantee corporation information which the guarantee corporation may reasonably require to enable it to discharge its responsibilities under this Act.

Conditions re: financial statements

Request for documents

Auditors

(2) An individual or firm of accountants is qualified to be an auditor of a credit union if

(3) For the purpose of this section,

(4) A person is not disqualified from being an auditor of a credit union by reason only of the person's membership in the credit union.

(5) An auditor who is disqualified under this section shall immediately resign after becoming aware of the disqualification.

(6) Notwithstanding subsection (7), an interested person may apply to the court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.

(7) Notwithstanding subsection (5), an interested person may apply to the superintendent for an order exempting an auditor from disqualification under this section and the superintendent may, if satisfied that an exemption would not unfairly prejudice the members, make an exemption order on those terms as he or she thinks fit, and that order may have retroactive effect.

Auditor removal

(2) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed.

(3) Notice of a meeting called for the purpose of removing an auditor from office shall be given to the guarantee corporation and the superintendent, and the superintendent and the guarantee corporation are entitled to be represented and heard at that meeting.

Ceasing to hold office

(2) A resignation of an auditor becomes effective at the time a written resignation is sent to the credit union, or at the time specified in the resignation, whichever is later.

Vacancy

(2) If there is not a quorum of directors, the directors then in office shall, within 21 days after a vacancy in the office of auditor occurs, call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by a member.

(3) Notwithstanding subsection (1), the by-laws of a credit union may provide that a vacancy in the office of auditor shall only be filled by vote of the members.

(4) An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor's predecessor.

Auditor appointed by superintendent

(2) The remuneration of an auditor appointed under subsection(1) shall be paid by the credit union.

Right and duty to attend meetings

(2) If a director or member of a credit union gives written notice not less than 10 days before a meeting of members requesting the attendance of the auditor or former auditor of the credit union at a meeting, the auditor or former auditor shall attend the meeting at the expense of the credit union and answer questions relating to the auditor's or former auditor's duties as auditor of the credit union.

(3) A director or member who gives a notice under subsection (2) shall send a copy of the notice to the credit union at the same time as sending a notice under subsection (2).

(4) An auditor or former auditor of a credit union who fails without reasonable cause to comply with subsection (2) commits an offence.

Statement of auditor

is entitled to submit to the credit union and the superintendent a written statement giving the reasons for the resignation or opposing a proposed action or resolution.

(2) The credit union shall send immediately a copy of the statement referred to in subsection (1) to every member entitled to receive notice of a meeting referred to in subsection 114(1).

(3) A person shall not accept an appointment or consent to be appointed as an auditor of a credit union to replace an auditor who has resigned or been removed or whose term has expired or is about to expire until the person has requested and received from the auditor a written statement of the circumstances and the reason the auditor is to be replaced.

(4) Notwithstanding subsection (3), a person otherwise qualified may accept an appointment or consent to be appointed as auditor of a credit union if, within 15 days after making the request referred to in that subsection, a reply is not received.

(5) Unless subsection (4) applies, the appointment as auditor of a credit union of a person who has not complied with subsection (3) is void.

Examinations by auditor

(2) The auditor's examination referred to in subsection (1) shall, except as otherwise required by this Act, or the superintendent, be conducted in accordance with generally accepted auditing standards.

Superintendent may enlarge scope

(2) The credit union shall pay the costs and expenses incurred in connection with a report or audit required under subsection (1).

Right to demand information

that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under subsection 116(1) and as the directors, officers, committee members, employees or agents are reasonably able to furnish.

(2) On the demand of the auditor of a credit union, the directors of a credit union shall obtain from the present or former directors, officers, employees and agents of a subsidiary of the credit union and furnish to the auditor information or explanations that the present or former directors, officers, employees and agents of the subsidiary are reasonably able to furnish and that, in the opinion of the auditor, are necessary to enable the auditor to make the examination and report required under subsection 116(1).

(3) A person who, in good faith, makes an oral or written communication under this section is not liable in a civil action arising from that communication.

Auditor's report

(2) In a report required under subsection(1), the auditor shall state whether, in the auditor's opinion, the financial statements referred to in the report present fairly the financial position of the credit union at the end of the fiscal year or other period to which it relates and the results of the operation of the credit union and changes in its financial position for that fiscal year or other period and whether

Audit committee

(2) An audit committee shall review the financial statements of the credit union, meet at least annually with the auditor to review the financial performance of the credit union and perform those other functions as may be prescribed by regulation.

(3) The auditor of a credit union or a member of the audit committee may call a meeting of the committee.

(4) A director or an officer of a credit union shall upon becoming aware of an error or misstatement in a financial statement that the auditor or a former auditor has reported upon notify the audit committee and the auditor.

(5) An auditor or former auditor of a credit union who is notified or becomes aware of an error or misstatement in a financial statement that the auditor has reported upon shall, if in the auditor's opinion the error or misstatement is material, inform each director accordingly.

(6) Where, under subsection (5), the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall

(7) A director and an officer of a credit union who knowingly fails to comply with subsection (4) or (6) is guilty of an offence.

Duty of auditor

(2) An auditor who makes a report under subsection (1) shall transmit that report in writing to the manager, audit committee and directors of the credit union and the report shall be presented to the next meeting of directors after the receipt of the report, and it shall be incorporated into the minutes of that meeting and the auditor shall, at the time of transmitting the report, furnish a copy of the report to the superintendent.

(3) An auditor is not required to make a report under this section unless the auditor becomes aware of the circumstances described in subsection (1) in the ordinary course of the auditor's duties.

Additional requirements

(2) The guarantee corporation may, and shall, when required by the superintendent, require that the auditor of a credit union make a particular examination relating to the adequacy of the procedures adopted by the credit union for the safety of its creditors and members, or another examination that, in the opinion of the guarantee corporation and superintendent, the public interest may require.

(3) A requirement of the guarantee corporation under subsections (1) and (2) shall be in writing.

(4) The auditor of a credit union shall comply with requirements of the guarantee corporation under subsection (1) or (2) and shall make a report to the guarantee corporation in relation to the requirements immediately after complying with them.

(5) Costs or expenses incurred in relation to the requirements of the guarantee corporation or the superintendent under subsection (1) or (2) shall be borne by the credit union.

Access to papers

Qualified privilege

No liability

(2) Subsection (1) does not relieve an auditor or former auditor from liability in connection with a report referred to in paragraph 106(1)(b) or subsection 116(1).

Amendment of articles

(2) Notwithstanding subsection (1), the articles of a credit union containing a clerical error may be amended by resolution of the directors or by ordinary resolution of the members to correct the error.

Articles to superintendent

Certificate of amendment

Effect of certificate

(2) An amendment to the articles of a credit union shall not affect an existing cause of action, claim or liability to prosecution in favour of or against the credit union or its directors, committee members or officers, or a civil, criminal or administrative action or proceeding to which the credit union or its directors, committee members, or officers is a party.

Restated articles

(2) Restated articles of incorporation in prescribed form shall be sent to the superintendent.

(3) On receipt or restated articles of incorporation, the superintendent shall issue a restated certificate of incorporation in accordance with section 232.

(4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to them.

Amalgamation

(2) A credit union that is under supervision under Part XIII shall not amalgamate without the consent of its supervisor.

Amalgamation agreement

Approval of agreement

(2) A notice of a meeting of members shall be sent in accordance with section 69 to each member of each amalgamating credit union and shall include or be accompanied by a copy or summary of the amalgamation agreement and shall state that a member is entitled to dissent in accordance with section 139.

(3) An amalgamation agreement is adopted when the members of each amalgamating credit union have approved the amalgamation by a special resolution.

(4) An amalgamation agreement may provide that before the issue of a certificate of amalgamation the agreement may be terminated by the directors of any of the amalgamating credit unions.

Articles of amalgamation

(2) The articles of amalgamation shall have attached to them an affidavit made under oath or affirmation of a director or an officer of each amalgamating credit union that establishes to the satisfaction of the superintendent that

(3) The superintendent may exempt a credit union from the requirements of paragraph (2)(a) if the guarantee corporation consents to the amalgamation.

(4) For the purpose of subparagraph (2)(b)(ii), adequate notice is given if

Compulsory amalgamation

Certificate and effect of amalgamation

(2) On the date shown in the certificate of amalgamation

Extraordinary sale, lease or exchange

(2) A notice of a meeting of members called under subsection (1) shall be sent in accordance with section 69 to each member and shall

(3) At the meeting held in accordance with a notice referred to in subsection (2), the members may by special resolution approve the sale, lease or exchange and may fix or authorize the directors to fix a term or condition of it.

(4) A sale, lease or exchange referred to in subsection (1) is adopted when the members have approved the sale, lease or exchange.

(5) The directors of a credit union may, if authorized by the members approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the members.

Approval of superintendent

(2) An approval shall not be granted under subsection (1) unless the superintendent has received an affidavit made under oath or affirmation of a director or officer of the credit union proposing to sell, lease or exchange its property establishing, to the satisfaction of the superintendent, that there are reasonable grounds for believing that

(3) For the purpose of subsection (2), adequate notice is given if

(4) The Bulk Sales Act does not apply to a sale, lease or exchange of the property of a credit union.

Dissent

(2) A dissenting member shall send to the credit union, at or before a meeting of members at which a resolution referred to in subsection (1) is to be voted on, a written objection to the resolution but, where the dissenting member fails to send the written objection as required, the dissenting member does not lose the right to dissent if the credit union failed to give the dissenting member notice of the purpose of the meeting or of the right to dissent.

(3) The credit union shall, within 10 days after the members adopt the resolution,

(4) A resolution in respect of which written objection has been sent to the credit union under subsection (2) shall not be effective until approved by the superintendent.

(5) The superintendent may require as a condition of approval under subsection (4) that a part or all of the indebtedness or other liability of the credit union to the dissenting member be paid or satisfied on those terms that the superintendent may stipulate.

Reorganization

(2) If a credit union is subject to a reorganization, its articles may be amended by the order to effect a change that might lawfully have been made by an amendment under section 126.

(3) Where a reorganization is made, the court may also

(4) After a reorganization has been made, articles of reorganization in prescribed form shall be sent to the superintendent.

(5) On receipt of articles of reorganization, the superintendent shall file the articles and issue a certificate of amendment in accordance with section 232.

(6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.

Voluntary dissolution

(2) A credit union that has property or liabilities or both may be dissolved by special resolution of the members if

(3) A credit union which is being dissolved under this section shall prepare articles of dissolution in accordance with section 142 and that section applies in relation to the dissolution.

Voluntary liquidation and dissolution

(2) Notice of a meeting of members at which voluntary liquidation and dissolution is to be proposed shall set out the terms of the liquidation and dissolution.

(3) A credit union may be liquidated and dissolved by special resolution of the members.

(4) A statement of intent to dissolve in prescribed form shall be sent to the superintendent.

(5) On receipt of a statement of intent to dissolve, the superintendent, if satisfied that the credit union will be able to discharge all of its obligations and liabilities before dissolution, shall issue a certificate of intent to dissolve in accordance with section 232.

(6) Where a certificate of intent to dissolve is issued, the credit union shall cease to carry on business except to the extent necessary for the liquidation, but its legal existence continues until the superintendent issues a certificate of dissolution.

(7) After a certificate of intent to dissolve is issued, the credit union shall

(8) At any time after issue of a certificate of intent to dissolve and before a certificate of dissolution is issued, a certificate of intent to dissolve may be revoked by sending to the superintendent a statement of revocation of intent to dissolve in prescribed form, if the revocation is approved in the same manner as the resolution under subsection (3).

(9) On receipt of a statement of revocation of intent to dissolve, the superintendent shall issue a certificate of revocation of intent to dissolve in accordance with section 232.

(10) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the credit union may continue to carry on its business.

(11) If a certificate of intent to dissolve has not been revoked and the credit union has complied with subsection (7), the credit union shall prepare articles of dissolution.

Articles of dissolution and certificate

(2) On receipt of articles of dissolution, the superintendent shall issue a certificate of dissolution in accordance with section 232.

(3) The credit union ceases to exist on the date shown in the certificate of dissolution.

Dissolution by superintendent

(2) Notwithstanding subsection (1), the superintendent shall not dissolve a credit union under this section until

(3) Where a credit union notifies the superintendent in writing that it is not carrying on business or is not in operation, paragraph (2)(a) does not apply and the superintendent may give a notice in compliance with paragraph (2)(b).

(4) Unless the credit union remedies the default, cause is shown as to why the credit union should not be dissolved or an order is made by a court under section 145, the credit union shall be considered to be dissolved on the date specified in the notice under paragraph (2)(b) and the superintendent shall issue a certificate of dissolution in accordance with section 232.

Application to court

the court may order that the credit union be placed under the supervision of a supervisor for the purposes of liquidation and dissolution.

(2) On application under this section, the court may make an order, in addition to the order under subsection (1), as it thinks fit.

(3) On receipt of an order under subsection (1), the superintendent shall

Custody of records

Effect of dissolution

(2) Notwithstanding the dissolution of a credit union under this Act,

(3) Service of a document on a credit union after its dissolution may be effected by serving the document on a person named as a director in the most recent notice sent to the superintendent under this Act.

(4) Notwithstanding the dissolution of a credit union, a member to whom property has been distributed is liable to a person claiming under subsection (2) to the extent of the amount received by that member on the distribution, and an action to enforce that liability may be brought within 2 years after the date of the dissolution of the credit union.

(5) A court may order an action referred to in subsection (4) be brought against the persons who were members, subject to those conditions as the court thinks fit and, if the plaintiff's claim is established, the court may refer the proceedings to a referee or other officer of the court who may

Unclaimed property

(2) A payment under subsection (1) is considered to be in satisfaction of the debt to or claim of the creditor, shareholder or member.

(3) If it is established that a person is entitled to money paid to the guarantee corporation under this Act, the guarantee corporation shall pay the amount of that money to that person.

(4) If after the dissolution of a credit union it is established that a person is entitled to receive a document for registration in the registry of deeds or other registry executed by that credit union, the guarantee corporation shall execute the documents on behalf of the dissolved credit union.

(5) A document executed by the guarantee corporation under subsection (4) shall be accepted for registration in the registry of deeds or other registry, if the guarantee corporation has placed an explanation for its actions upon the document and has otherwise complied with the requirements of the registry of deeds or other registry.

(6) Subject to this section and section 147, property of a credit union that has not been disposed of at the date of its dissolution vests in the guarantee corporation.

(7) The costs of liquidation shall be paid out of the property of the credit union.

Revival

(2) Articles of revival in prescribed form shall be sent to the superintendent.

(3) Where a credit union is dissolved on the order of the court, an interested person may apply to the court to have the credit union revived.

Certificate of revival and effect

(2) A credit union is revived as a credit union under this Act on the date shown on the certificate of revival, and after that date the credit union, subject to those reasonable terms as may be imposed by the court or the superintendent and to the rights acquired by a person after its dissolution, has all the rights and privileges and is liable for the obligations that it would have had if it had not been dissolved.

Return of property on revival

Effect of Bankruptcy Act (Canada)

(2) Proceedings taken under this Part to dissolve or to liquidate and dissolve a credit union shall be stayed if a credit union becomes subject to or takes a proceeding under the Bankruptcy Act (Canada).

Application

(2) Part III, except section 25, sections 35, 36, 41, 49 and 54, and Part VII apply, with the necessary changes, to the central.

Central continued

(2) The directors and officers of the central referred to in subsection (1) who held office immediately before the commencement of this subsection continue in office until their successors are appointed or elected in accordance with this Act.

(3) On the commencement of this Act

Prohibition

Articles

and providing for all other matters which by this Act are required to be dealt with in the articles of the central.

Purpose

(2) The central, with the approval of the superintendent may contract with a central of another province or territory of Canada or the Credit Union Central of Canada to carry out the purposes referred to in subsection (1).

Powers of a natural person

(2) Subject to the approval of the superintendent, the central has the capacity to carry on its business, conduct its affairs and exercise its powers in a jurisdiction outside the province to the extent that the laws of that jurisdiction permit.

Duty to act within powers

(2) The central shall not carry on business or exercise power which it is restricted by its by-laws from carrying on or exercising, nor shall the central exercise powers in a manner contrary to its by-laws.

(3) An act of the central is not invalid by reason only that the act is contrary to its by-laws or this Act.

Other duties

Investments

Fees

Shares

(2) Members and associate members of the central shall purchase and hold those numbers of shares in the central as may be required by the by-laws.

(3) The central shall not be required to issue share certificates.

Classes of shares

Additional share purchase

Prohibition

Membership

Associate members

(2) An associate member of the central has only those rights and privileges that are specifically granted to associate members in the by-laws of the central.

Delegates

(2) Delegates who are elected or appointed in accordance with the by-laws of the central shall exercise fully and completely the powers of the members of the central and a meeting of the delegates of the central has the same effect as a meeting of the members of the central.

(3) A delegate has only one vote on a question that may be voted on at a meeting of the central.

Liability

By-laws

(2) Section 64 applies, with the necessary changes, to the adoption of by-laws by the central.

(3) The superintendent shall approve a by-law enacted by the central if the superintendent is satisfied that the by-law conforms with this Act and is consistent with the purposes of the central.

(4) The by-laws of the central bind the central and its members.

Directors

(2) The directors of the central shall

Qualifications

may be a director of the central.

Information

Application

Continuation

Purposes

Capacity

Powers

Board

(2) The directors appointed under subsection (1) shall include

(3) The members appointed under paragraph (2)(b) shall serve for a term of 3 years and shall continue in office until replaced.

Officers

(2) The vice-chairperson of the board of directors of the guarantee corporation shall be appointed by the board from among its members who were nominated by the central under paragraph 180(2)(b).

(3) The board of directors of the guarantee corporation shall appoint those officers and committees it considers necessary to fulfil the purpose of the guarantee corporation under this Act.

(4) Notwithstanding paragraph 186(2)(b), employees required to exercise the powers and duties of the guarantee corporation shall be considered to be employees of the government of the province, shall be employed in the manner required by law and the board of directors may determine the duties of those employees.

Vacancy

Office ceases

Management

Quorum

(2) The agreement of the majority of the members of the board of directors of the guarantee corporation present at a meeting of that board shall be necessary for a decision to be valid.

(3) The chairperson may vote as a director at a meeting of the board of directors of the guarantee corporation and where there is an equality of votes, he or she shall have another vote.

By-laws

(2) The guarantee corporation may make by-laws

Guaranteed deposit insurance

(2) Where the guarantee corporation is obligated to make payment in accordance with paragraph 189(a) in relation to a deposit insured by it, the guarantee corporation as soon as possible after the obligation arises shall, in relation to that deposit, make payment, or have that payment made to the person who appears entitled to it by the records of the credit union with whom the deposit was made by paying, or having paid, to that person an amount in money equal to so much of the person's outstanding claim against the credit union as is insured by the guarantee corporation.

(3) Payment under this section by or on behalf of the guarantee corporation in relation to a deposit insured by deposit insurance discharges the guarantee corporation from all liability in relation to that deposit.

(4) Where the guarantee corporation makes a payment, or has a payment to be made, under this section in relation to a deposit with a credit union, the guarantee corporation is subrogated to the extent of the payment made to all the rights and interests of the depositor as against that credit union.

(5) The guarantee corporation may deduct from payment under subsection (2) the amount the credit union is entitled to deduct from the deposit under a lien, right of set off or specific charge effectively as if the credit union itself were repaying the deposit in full.

(6) The deduction of an amount by the guarantee corporation under subsection (2) in respect of a lien, right of set off or specific charge discharges the liability of the member to the credit union to the extent of the amount deducted.

(7) Where a member entitled to a guaranteed deposit cannot be located, the guarantee corporation shall pay the amount guaranteed into its long-term unclaimed balances account.

Prohibition

(2) A credit union that violates subsection (1) is guilty of an offence.

Deposit guarantee fund

Determination of levy

Manner of collection

(2) A credit union shall pay to the guarantee corporation those amounts that may be levied under subsection (1) at the times required by the guarantee corporation.

Loans to guarantee corporation

(2) The amount of a loan or advance made to the guarantee corporation under paragraph (1)(a) shall be paid out of the Consolidated Revenue Fund of the province.

Records

Fiscal year

Audit

Application

Payment of levy

Report to minister

(2) The guarantee corporation shall, within 90 days after the end of each fiscal year or within the extended period that the minister approves, send to the central and each credit union a copy of its financial statements, with the auditor's report on them, for that fiscal year.

Definitions

Derivative action

(2) A complainant who applies to the court under subsection (1) shall give the superintendent notice of the application and the superintendent is entitled to appear and be heard in person or by counsel.

(3) An action may be brought and an intervention in an action may be made under subsection (1) if the court is satisfied that

Powers of court

Application to court

(2) Where, upon an application under subsection (1) with respect to any credit union, the central or the guarantee corporation, the court is satisfied that

that is unlawful, unfairly prejudicial or that unreasonably disregards the interests of a complainant, the court may make an order to rectify the matters complained of.

(3) In an application under this section, the court may make an interim or final order it thinks fit including,

(4) Where an order made under this section directs an amendment of the articles or by-laws of a credit union or the central, in the case of

and another amendment to the articles or by-laws shall not be made without consent of the court, until the court otherwise orders.

Application

(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given upon those terms as the court thinks fit and, if the court determines that the interest of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the court may order a party to the application or action to give notice to that complainant.

(3) A complainant is not required to give security for costs in an application made or action brought or intervened in under this Part.

(4) In an application made or an action brought or intervened in under this Part, the court may order the credit union, the central or the guarantee corporation to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for any interim costs paid upon final disposition of the application or action.

Rectification of register

(2) Upon an application under subsection (1), the court may make an order it thinks fit including, an order

Compliance application

a complainant may, in addition to another remedy the complainant has, apply to the court for an order directing that person to comply with, or restraining that person from violating the provision, articles, by-laws or order and, on that application, the court may order and make any further order it thinks fit.

Application for direction

Appeal

(2) An appeal under subsection (1) may be made on a question of law or fact or both and the court, after hearing the appeal, may

Review and examination

Examination powers

(2) Upon an examination, the superintendent or a person that the superintendent may authorize has the powers of a commissioner appointed under the Public Inquiries Act.

Voluntary compliance

the credit union or the central may enter into a program of voluntary compliance related to an act or course of conduct described in paragraph (a), (b), (c) or (d).

(2) A voluntary compliance program under this section shall

(3) Where a voluntary compliance program is entered into, the superintendent shall not be prevented from making orders against a credit union or the central

(4) The superintendent, on the request of a credit union or the central, may approve the alteration of a voluntary compliance program entered into under this section.

Compliance order

the guarantee corporation or the superintendent may give notice to the credit union or the central of an intention to order the credit union or the central to cease doing an act or to cease pursuing a course of conduct identified by the guarantee corporation or the superintendent or order that the credit union or the central perform those acts that, in the opinion of the guarantee corporation or the superintendent, are necessary to remedy the situation.

(2) The credit union or the central may, by written notice served on the superintendent within 15 days after the service of the notice on the credit union or the central under subsection (1), request a hearing before the superintendent.

(3) Where a hearing is not requested within the time set out in subsection (2) or (4), or where a hearing is held and the guarantee corporation or the superintendent is of the opinion that an order described in subsection (1) should be made, the superintendent may make an order and that order shall take effect immediately or at a later date as may be set out in the order.

(4) Notwithstanding subsection (2), where, in the opinion of the guarantee corporation or the superintendent, the interests of the depositors or the public may be prejudiced or adversely affected by a delay in the issuing of an order, the guarantee corporation or the superintendent may make an interim order as described in subsection (1) which shall become final on the fifteenth day after its making unless within that time a hearing before the superintendent is requested.

(5) A request for a hearing under subsection (4) shall be in writing and served on the superintendent.

(6) Where a hearing is requested under subsection (4), the superintendent may extend the interim order until the hearing is concluded or an appeal from the hearing is concluded and the order is confirmed, varied or revoked.

(7) Where an order is made with respect to a credit union or the central under this section, a copy of the order shall be sent to each director of the credit union or the central.

(8) The superintendent may, after giving the credit union or the central named in the order an opportunity to be heard, modify or revoke an order made under this section.

Appeal

(2) An appeal shall be based on the evidence that may be presented to the minister or the appeal board and the minister or the appeal board upon hearing an appeal may confirm, vary or revoke the decision, order, approval or consent that is the subject of the appeal.

Minister consent

(2) A decision, order, approval or consent of the minister under this Act shall be in writing.

(3) Before making a decision or order refusing an approval or consent or granting an approval or consent subject to terms and conditions, the minister shall give the credit union or the central notice of the minister's intention and the credit union or the central may require a hearing before the minister.

(4) The minister may, having given the credit union or the central an opportunity to be heard, confirm, revoke or vary a decision, order, approval, consent or refusal.

Appearance by superintendent

Private or public hearings

Offence

is guilty of an offence and liable on summary conviction to a fine not less than $500 and not exceeding $5,000 or to imprisonment for a term not exceeding 6 months, or to both the fine and imprisonment.

(2) Where a person guilty of an offence under subsection (1) is a corporation, then, whether or not the corporation has been prosecuted or convicted, a director or officer of the corporation who knowingly authorizes, permits or acquiesces in the offence is also guilty of an offence and liable on summary conviction to a fine not less than $5,000 and not exceeding $25,000 or to imprisonment for a term not exceeding 6 months, or to both the fine and imprisonment.

(3) A person is not guilty of an offence under subsection (1) or (2) if the untrue statement or omission was unknown to that person and in the exercise of reasonable diligence could not have been known to that person.

General offence

Compliance order

(2) A prosecution for an offence under this Act shall be instituted within 2 years from the time when the subject matter of the complaint arose.

(3) A civil remedy for an act or omission under this Act is not suspended or affected by reason only that the act or omission is an offence under this Act.

Maintenance of action

and money recovered by the superintendent or the guarantee corporation shall be held for the benefit of the credit union or the central or, where a grant, loan or advance has been made by the guarantee corporation, the guarantee corporation shall be held for the benefit of the guarantee corporation.

(2) An action for damages does not lie against the minister, the superintendent, the guarantee corporation or a person directed by them, for an act or thing done or omitted under this Act that was done or omitted in good faith.

Supervision of credit union

the superintendent or the guarantee corporation may give notice to the credit union that it is declared to be under the supervision of a supervisor appointed by the superintendent.

Supervision of central

the superintendent may give notice to the central that it is declared to be under the supervision of a supervisor appointed by the superintendent.

Supervisor

(2) The supervisor appointed by the superintendent to supervise the central under section 221 shall not be the guarantee corporation.

Length of supervision

Powers of supervisor

(2) A supervisor appointed under section 222 shall ensure that the interests of all creditors of a credit union or the central are properly and lawfully provided for.

Report

Directions

Accounting

Release of claims

Notice

(2) A notice or document mailed in accordance with subsection (1) is considered to have been received by the person entitled to receive notice at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the person did not receive the notice or document at that time or at all.

(3) Where a credit union or the central mails a notice or document to a person in accordance with subsection (1) and the notice or document is returned on 2 consecutive occasions because the person cannot be found, the credit union or the central is not required to send a further notice or document to the person until the credit union or the central is informed, in writing, of the new address of that person.

(4) Where the by-laws of a credit union or the central provide for the giving of a notice to members under subsection (1) by insertion of the notice in a newspaper or other publication, the notice is considered to have been received by the members at the time the publication containing the notice is distributed.

(5) Where the by-laws of a credit union or the central provide for the giving of a notice to members under subsection (1) by posting the notice in a specified place, the notice is considered to have been received by the members at the time the notice is posted.

Service of notice

Waiver of notice

Certificates

(2) A certificate referred to in subsection (1) or a certified copy of the certificate, when introduced as evidence in a civil, criminal or administrative action or proceeding, is conclusive proof of the facts certified without proof of the signature or official character of the person appearing to have signed the certificate.

Signatures

(2) When introduced as evidence in a civil, criminal or administrative action or proceeding

is, in the absence of evidence to the contrary, proof of the facts certified without proof of the signature or official character of the person appearing to have signed the certificate.

(3) An entry in a securities or members' register of, or a share certificate issued by, a credit union or the central is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is the owner of the securities described in the register or in the certificate.

Copies

Verification

(2) A document or fact required by this Act or by the superintendent to be verified may be verified by affidavit made under oath or affirmation.

(3) The superintendent may require a credit union or the central to authenticate a document, and the authentication may be signed by the secretary or director or authorized person or by the solicitor for the credit union or the central.

Statement of intent

(2) Where this Act requires that articles or a statement relating to a credit union be sent to the superintendent, unless otherwise specifically provided by this Act,

(3) The date indicated on a certificate issued under subsection (2) as the date the articles or statement become effective shall not be earlier than the date on which the superintendent received the articles or statement or court order under which the certificate is issued.

(4) The superintendent may provide to a person

Alter notice or document

Corrected certificate

and take those other steps that the superintendent reasonably requires.

(2) A certificate or order corrected under subsection (1) has effect from the date of the certificate or order it replaces.

(3) Where a corrected certificate or order issued under subsection (1) materially amends the terms of the original certificate or order, the superintendent shall immediately give notice of the correction in the Gazette.

Examination of documents

(2) The superintendent shall furnish, upon receipt of the appropriate fee, a person with a copy or a certified copy of a document to which reference is made in subsection (1).

Records

(2) Where the records maintained by the superintendent are prepared and maintained in other than written form

(3) The superintendent is not required to produce a document, other than a certificate and attached articles or statement filed under section 236 after 6 years from the date the superintendent receives it.

Superintendent

(2) The superintendent shall

(3) The superintendent may delegate to the guarantee corporation those duties that may be necessary for the administration of the regulations under this Act.

(4) The superintendent may issue directives with respect to the interpretation, clarification of the Act and the powers referred to in subsection (2).

Register of credit unions

provided that the credit union has not been struck off that register.

(2) Documents, notices or information required to be sent to or filed with the superintendent under this Act shall be filed with the superintendent at the same location as the register referred to in subsection (1).

(3) The superintendent may delegate to the guarantee corporation the duties necessary to carry out the requirements of subsections (1) and (2).

Regulations

Matters done under former Act

lawfully done under a provision of the Co-operatives Societies Act are presumed to have been lawfully done, and continue in effect under this Act as though they had been lawfully done under this Act.

(2) For the purpose of this section "lawfully done" means to have been lawfully granted, issued, imposed, made, taken, done, commenced, filed or passed as the circumstances require.

(3) Notwithstanding another provision of this Act, if a provision of the articles, by-laws, resolutions and constating instruments of a credit union, the central or the guarantee corporation lawfully incorporated under the Co-operative Societies Act in force immediately before the commencement of this Act is inconsistent under, repugnant to, or not in compliance with this Act, that provision is not illegal or invalid solely by reason of that inconsistency, repugnancy or non-compliance.

(4) An act, matter or proceeding or thing done or taken by a credit union or a director, member or officer of a credit union under a provision mentioned in subsection (3) under the Co-operative Societies Act in force immediately before the commencement of this Act is not illegal or invalid by reason of being prohibited or not authorized by law after the commencement of this Act.

(5) Where a provision of the articles, by-laws or resolutions of a credit union, the central or the guarantee corporation is inconsistent with the provisions of this Act, the credit union, central or guarantee corporation shall file with the superintendent, amending articles, by-laws or resolutions that comply with this Act within 2 years of the commencement of this Act.

Application and continuance

(2) Every credit union incorporated under the Co-operative Societies Act in force immediately before the commencement of this Act continues in being, for all purposes, without a loss of status upon the commencement of this Act.

(3) A fee to defray administration costs may be prescribed in respect of an application and certificate of continuance under this Part.

Amending instruments

Articles of continuance

(2) Articles of continuance shall be sent to the superintendent in the form and manner prescribed by regulation.

Certificate of continuance

(2) On the date shown in the certificate of continuance

Non-application of RSN 1990 cC-35

Consequential amendments

(2) Where, in an Act existing immediately before the commencement of this Act there is a reference to a credit union incorporated under the Co-operative Societies Act, upon the commencement of this Act that reference to a credit union shall be considered to be a reference to a credit union continued or incorporated under this Act.

Commencement