GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 124
Effect of unauthorized endorsement 124 (1) The owner of a security may assert the ineffectiveness of an endorsement against the issuer or any purchaser, other than a purchaser for value and without notice of an adverse claim, who has in good faith received a new, reissued or re-registered security on registration of transfer, unless the owner (a) has ratified an unauthorized endorsement of the security; or (b) is otherwise precluded from impugning the effectiveness of an unauthorized endorsement. Liability of issuer (2) An issuer who registers the transfer of a security on an unauthorized endorsement is liable for improper registration.
Cooperative Credit Associations Act — C-41.01 125
Warranties of guarantor of signature 125 (1) A person who guarantees the signature of an endorser of a security warrants that, at the time of signing, (a) the signature was genuine; (b) the signer was an appropriate person to endorse; and (c) the signer had legal capacity to sign. Limitation of liability (2) A person who guarantees the signature of an endorser does not otherwise warrant the rightfulness of the transfer to which the signature relates. Warranties of guarantor of endorsement (3) A person who guarantees the endorsement of a security warrants both the signature and the rightfulness, in all respects, of the transfer to which the signature relates, but an issuer may not require a guarantee of endorsement as a condition to registration of transfer. Extent of warrantor’s liability (4) The warranties referred to in subsections (1) to (3) are made to any person who, relying on the guarantee, takes or deals with the security, and the guarantor is liable to such a person for any loss resulting from breach of warranty.
Cooperative Credit Associations Act — C-41.01 126
Constructive delivery of a security 126 Delivery to a purchaser occurs when (a) the purchaser or a person designated by the purchaser acquires possession of a security; (b) the purchaser’s securities broker acquires possession of a security specially endorsed to or issued in the name of the purchaser; (c) the purchaser’s securities broker sends the purchaser confirmation of the purchase and the broker in the broker’s records identifies a specific security as belonging to the purchaser; or (d) in respect of an identified security to be delivered while still in the possession of a third person, that person acknowledges that it is held for the purchaser.
Cooperative Credit Associations Act — C-41.01 127
Constructive ownership of security 127 (1) A purchaser is the owner of a security held for the purchaser by a securities broker, but a purchaser is not a holder except in the cases referred to in paragraphs 126(b) and (c). Ownership of part of fungible bulk (2) If a security is part of a fungible bulk, a purchaser of the security is the owner of the proportionate interest in the fungible bulk. Notice to securities broker of adverse claim (3) Notice of an adverse claim received by a securities broker or by a purchaser after the broker takes delivery as a holder for value is not effective against the broker or the purchaser, except that, as between the broker and the purchaser, the purchaser may demand delivery of an equivalent security in respect of which no notice of an adverse claim has been received.
Cooperative Credit Associations Act — C-41.01 129
Right to reclaim possession 129 (1) A person against whom the transfer of a security is wrongful for any reason, including the person’s incapacity, may, against anyone except a bona fide purchaser, (a) reclaim possession of the security or obtain possession of any new security evidencing all or part of the same rights; or (b) claim damages. Recovery where unauthorized endorsement (2) If the transfer of a security is wrongful by reason of an unauthorized endorsement, the owner may reclaim possession of the security or a new security even from a bona fide purchaser if the ineffectiveness of the purported endorsement is asserted against the purchaser under section 124. Remedies (3) The right to reclaim possession of a security may be specially enforced, its transfer may be restrained and the security may be impounded pending litigation.
Cooperative Credit Associations Act — C-41.01 130
Right to requisites for registration 130 (1) Unless otherwise agreed, a transferor shall, on demand, supply a purchaser with proof of the transferor’s authority to transfer a security or with any other requisite that is necessary to obtain registration of the transfer of a security, but if the transfer is not for value, it is not necessary for a transferor to prove authority to transfer unless the purchaser pays the reasonable and necessary costs of the proof and transfer. Rescission of transfer (2) If a transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer.
Cooperative Credit Associations Act — C-41.01 131
Seizure of security 131 No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security.
Cooperative Credit Associations Act — C-41.01 132
No conversion if good faith delivery 132 An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of an association, has received securities and sold, pledged or delivered them according to the instructions of the agent’s or bailee’s principal is not liable for conversion or for participation in breach of fiduciary duty even though the principal has no right to dispose of the securities.
Cooperative Credit Associations Act — C-41.01 133
Duty to register transfer 133 (1) Subject to Part VIII, where a security in registered form is presented for transfer, the issuer shall register the transfer if (a) the security is endorsed by an appropriate person; (b) reasonable assurance is given that the endorsement is genuine and effective; (c) the issuer has no duty to inquire into adverse claims or has discharged any such duty; (d) all applicable laws relating to the collection of taxes have been complied with; (e) the transfer is rightful or is to a bona fide purchaser; and (f) the fee, if any, referred to in subsection 92(2) has been paid. Liability for delay (2) Where an issuer has a duty to register a transfer of a security, the issuer is liable to the person presenting it for registration for any loss resulting from any unreasonable delay in registration or from the failure or refusal to register the transfer.
Cooperative Credit Associations Act — C-41.01 134
Assurance of endorsements 134 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing the security and by requiring (a) if the endorsement is by an agent, reasonable assurance of authority to sign; (b) if the endorsement is by a fiduciary, evidence of appointment or incumbency; (c) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and (d) in any other case, assurance that corresponds as closely as practicable to the foregoing. Definition of guarantee of the signature (2) For the purposes of subsection (1), guarantee of the signature means a guarantee signed by or on behalf of a person whom the issuer believes, on reasonable grounds, to be a responsible person. Standards (3) An issuer may adopt reasonable standards to determine responsible persons for the purposes of subsection (2). Definition of evidence of appointment or incumbency (4) For the purposes of paragraph (1)(b), evidence of appointment or incumbency means (a) in the case of a fiduciary appointed by a court and referred to in subsection 103(1), a copy of the certified court order referred to in subsection 103(1) and dated not earlier than sixty days before the day a security is presented for transfer; or (b) in the case of any other fiduciary, a copy of a document showing the appointment or other evidence believed by the issuer to be appropriate. Standards (5) An issuer may adopt reasonable standards with respect to evidence referred to in paragraph (4)(b). No notice to issuer (6) An issuer is deemed not to have notice of the contents of any document referred to in subsection (4) that is obtained by the issuer except to the extent that the contents relate directly to appointment or incumbency.
Cooperative Credit Associations Act — C-41.01 135
Notice from additional documentation 135 If an issuer, in relation to a transfer, demands assurance other than an assurance specified in subsection 134(1) and obtains a copy of a will, trust or partnership agreement or a by-law or similar document, the issuer is deemed to have notice of all matters contained therein affecting the transfer.
Cooperative Credit Associations Act — C-41.01 136
Limited duty of inquiry 136 (1) An issuer to whom a security is presented for registration has a duty to inquire into adverse claims if (a) the issuer receives written notice of an adverse claim at a time and in a manner that provides the issuer with a reasonable opportunity to act on it before the issue of a new, reissued or re-registered security and the notice discloses the name and address of the claimant, the registered owner and the issue of which the security is a part; or (b) the issuer is deemed to have notice of an adverse claim from a document that it obtained under section 135. Discharge of duty (2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address provided by the adverse claimant or, if no such address has been provided, to the adverse claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person and that the transfer will be registered unless, within thirty days after the date of mailing of the notice, either (a) the issuer is served with a restraining order or other order of a court, or (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.
Cooperative Credit Associations Act — C-41.01 137
Inquiry into adverse claims 137 Unless an issuer is deemed to have notice of an adverse claim from a document that it obtained under section 135 or has received notice of an adverse claim under subsection 136(1), if a security presented for registration is endorsed by the appropriate person, the issuer has no duty to inquire into adverse claims and, in particular, (a) an issuer registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent or correct description of the fiduciary relationship and thereafter the issuer may assume without inquiry that the newly registered owner continues to be the fiduciary until the issuer receives written notice that the fiduciary is no longer acting as such with respect to the particular security; (b) an issuer registering a transfer on an endorsement by a fiduciary has no duty to inquire into whether the transfer is made in compliance with the document or with the law of the jurisdiction governing the fiduciary relationship; and (c) an issuer is deemed not to have notice of the contents of any court record or any registered document even if the record or document is in the issuer’s possession and even if the transfer is made on the endorsement of a fiduciary to the fiduciary specifically or to the fiduciary’s nominee.
Cooperative Credit Associations Act — C-41.01 138
Duration of notice of adverse claim 138 A written notice of adverse claim received by an issuer is effective for twelve months after the day it was received unless the notice is renewed in writing.
Cooperative Credit Associations Act — C-41.01 139
Limitation on issuer’s liability 139 (1) Except as otherwise provided in any applicable law relating to the collection of taxes, an issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a security if (a) the necessary endorsements were on or with the security; and (b) the issuer had no duty to inquire into adverse claims or had discharged any such duty. Duty of issuer on default (2) If an issuer has registered a transfer of a security to a person not entitled to it, the issuer shall on demand deliver a like security to the owner unless (a) the issuer is not liable by virtue of subsection (1); (b) the owner is precluded by subsection 140(1) from asserting any claim; or (c) the delivery would result in over-issue in respect of which section 104 applies.
Cooperative Credit Associations Act — C-41.01 140
Lost or stolen security 140 (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of the owner’s adverse claim within a reasonable time after the owner knows of the loss, destruction or taking, then, if the issuer has registered a transfer of the security before receiving the notice, the owner is precluded from asserting against the issuer any claim to a new security. Duty to issue new security (2) Where the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the owner (a) so requests before the issuer has notice that the security has been acquired by a bona fide purchaser; (b) provides the issuer with a sufficient indemnity bond; and (c) satisfies any other reasonable requirements imposed by the issuer. Duty to register transfer (3) If, after the issue of a new security under subsection (2), a bona fide purchaser of the original security presents the original security for registration of transfer, the issuer shall register the transfer unless registration would result in over-issue in respect of which section 104 applies. Right of issuer to recover (4) In addition to the rights that an issuer has by reason of an indemnity bond, the issuer may recover the new security issued under subsection (2) from the person to whom it was issued or any person taking under that person other than a bona fide purchaser.
Cooperative Credit Associations Act — C-41.01 141
Authenticating agent’s duty 141 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, (a) a duty to the issuer to exercise good faith and reasonable diligence; and (b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.
Cooperative Credit Associations Act — C-41.01 142
Notice to agent 142 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent.
Cooperative Credit Associations Act — C-41.01 143
Place of meetings 143 (1) Meetings of members or shareholders of the association shall be held at the place within Canada provided for in the by-laws of the association or, in the absence of any such provision, at the place within Canada that the directors determine. Participation by electronic means (2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of members or shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the association makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting. Regulations (3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. 1991, c. 48, s. 143; 2005, c. 54, s. 154
Cooperative Credit Associations Act — C-41.01 144
Calling meetings 144 (1) The directors of an association (a) shall, after the meeting called pursuant to subsection 54(1), call the first annual meeting of the association, which meeting must be held not later than six months after the end of the first financial year of the association, and subsequently call an annual meeting, which meeting must be held not later than six months after the end of each financial year; and (b) may at any time call a special meeting of members or shareholders of the association. Order to delay calling annual meeting (2) Despite subsection (1), the association may apply to the court for an order extending the time for calling an annual meeting. Obligation to notify Superintendent (3) The association shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued. Superintendent’s right to appear (4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application. 1991, c. 48, s. 144; 2005, c. 54, s. 155
Cooperative Credit Associations Act — C-41.01 145
Authority to fix record date 145 (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to (a) receive payment of a dividend; (b) receive notice of a meeting of shareholders; or (c) vote at a meeting of shareholders. Determination of record date (2) If no record date is fixed (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is (i) at the close of business on the day immediately preceding the day on which the notice is given, or (ii) if no notice is given, the day on which the meeting is held; and (b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose. Notice of record date (3) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by (a) advertisement in a newspaper in general circulation in the place where the association’s head office is situated and in each place in Canada where the association has a transfer agent or where a transfer of its shares may be recorded; and (b) written notice to each stock exchange in Canada on which the association’s shares are listed for trading. 1991, c. 48, s. 145; 2005, c. 54, s. 156
Cooperative Credit Associations Act — C-41.01 146
Notice of meeting 146 (1) Notice of the time and place of a meeting of an association’s members or shareholders shall be sent within the prescribed period to (a) each member; (b) each shareholder entitled to vote at the meeting; (c) each director; (d) the auditor of the association; and (e) the Superintendent. Exception (1.1) In the case of an association that is not a distributing association, notice may be sent within any shorter period specified in its by-laws. Publication in newspaper (2) In addition to the notice required under subsection (1), where any class of shares of an association is publicly traded on a recognized stock exchange in Canada, notice of the time and place of a meeting of shareholders shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in general circulation in the place where the head office of the association is situated and in each place in Canada where the association has a transfer agent or where a transfer of the association’s shares may be recorded. 1991, c. 48, s. 146; 2005, c. 54, s. 157
Cooperative Credit Associations Act — C-41.01 147
Notice not required 147 (1) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the association or the association’s transfer agent on the record date fixed under paragraph 145(1)(b) or determined under paragraph 145(2)(a). Effect of default (2) Failure to receive a notice of a meeting does not deprive a member or shareholder of the right to vote at the meeting. 1991, c. 48, s. 147; 2005, c. 54, s. 158
Cooperative Credit Associations Act — C-41.01 148
Notice of adjourned meeting 148 (1) If a meeting is adjourned for less than thirty days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Notice of meeting continued after adjournment (2) If a meeting is adjourned by one or more adjournments for a total of thirty days or more, notice of the continuation of the meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 166.04(1) does not apply. 1991, c. 48, s. 148; 1997, c. 15, s. 119
Cooperative Credit Associations Act — C-41.01 149
Special business 149 (1) All matters dealt with at a special meeting of members or shareholders and all matters dealt with at an annual meeting, except consideration of the financial statements, auditor’s report, election of directors, remuneration of directors and re-appointment of the incumbent auditor, are deemed to be special business. Notice of special business (2) Notice of a meeting of members or shareholders at which special business is to be transacted must (a) state the nature of the special business in sufficient detail to permit a member or shareholder to form a reasoned judgment thereon; and (b) contain the text of any special resolution to be submitted to the meeting.
Cooperative Credit Associations Act — C-41.01 150
Nominations for directors 150 (1) Where shareholders of an association are entitled to elect one or more directors of an association, a notice of a meeting of shareholders must include any nomination made by a shareholder for the election of a director. Exception (2) An association is not required to comply with subsection (1) if the nomination is not submitted to the association at least ninety days before the anniversary date of the previous annual meeting.
Cooperative Credit Associations Act — C-41.01 151
Waiver of notice 151 (1) A member, a shareholder and any other person entitled to attend a meeting may in any manner waive notice of the meeting. Idem (2) Attendance at a meeting of members or shareholders is a waiver of notice of the meeting, except when a person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. 1991, c. 48, s. 151; 2001, c. 9, s. 273(F)