GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 190
By-laws of existing bank 190 Subject to section 191, where a by-law of a bank that was in existence immediately prior to the day this section comes into force was in effect immediately prior to that day, the by-law continues in effect until amended or repealed, unless it is contrary to a provision of this Act.
Bank Act — B-1.01 191
By-laws re remuneration 191 (1) A by-law of a bank respecting the remuneration of the directors of the bank, as directors, that is in effect on the coming into force of this section ceases to have effect on the day on which the first annual meeting is held following the coming into force of this section. Existing by-laws (2) A by-law made by the directors of a bank under section 45 of the Bank Act , being chapter B-1 of the Revised Statutes of Canada, 1985, as that section read immediately prior to the day this section comes into force, and not confirmed by the shareholders of the bank in accordance with that section on or before the day this section comes into force, continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders following the day this section comes into force. Shareholder approval (3) A by-law referred to in subsection (2) shall be submitted to the shareholders at the first meeting of shareholders following the coming into force of this section. Application of ss. 188(3) and (4) and 189 (4) Subsections 188(3) and (4) and section 189 apply in respect of a by-law referred to in this section as if it were a by-law made under section 188.
Bank Act — B-1.01 192
Deemed by-laws 192 (1) Any matter that, (a) immediately prior to the day this section comes into force, was provided for in the incorporating instrument of a bank that was in existence immediately prior to that day, or (b) immediately prior to the day a body corporate is continued as a bank other than a federal credit union, was provided for in the incorporating instrument of the body corporate, and that, under this Act, would be provided for in the by-laws of a bank, is deemed to be provided for in the by-laws of the bank. By-law prevails (2) Where a by-law of the bank made in accordance with sections 188 and 189 amends or repeals any matter referred to in subsection (1), the by-law prevails. 1991, c. 46, s. 192; 2010, c. 12, s. 1985
Bank Act — B-1.01 192.01
By-laws — mandatory provisions 192.01 (1) The by-laws of a federal credit union must provide for (a) the qualifications of members and the procedures for acceptance of members; (b) the membership obligations of members, including any obligation to use the services of the federal credit union and any fees to be paid by members; (c) the rights of joint members, if any; (d) the fact that a delegate has only one vote even though the delegate is a member or represents more than one member; (e) the limit, if any, on the number of membership shares; (f) the selection, qualifications, term of office and removal of directors and members of committees of directors; (g) the manner of distribution of any surplus earnings arising from the operations of the federal credit union; (h) the rights of withdrawing members and members who are expelled; (i) if the federal credit union wishes to permit members or shareholders to attend a meeting of the federal credit union by means of a communication facility referred to in subsection 136(2), the ways in which votes must be held; and (j) the date on which the federal credit union’s financial year ends. By-laws — other provisions (2) The by-laws of a federal credit union may provide for any other matter that the members consider necessary or desirable, including (a) restrictions on the classes of persons to which membership may be available, as long as the restrictions are consistent with applicable laws with respect to human rights; (b) the representation of members by delegates; (c) the distribution of patronage allocations; (d) the manner of distribution of any remaining property on the voluntary liquidation and dissolution of the federal credit union; (e) a formula for calculating the value of membership shares; (f) a formula for calculating the redemption price of membership shares; and (g) voting by mail. Selection and removal of delegates (3) If the by-laws of a federal credit union provide for the representation of members by delegates, the by-laws must set out procedures for their selection and removal. 2010, c. 12, s. 1986
Bank Act — B-1.01 192.02
Copies 192.02 (1) Each member and shareholder of a federal credit union may on request, not more than once in each calendar year, receive free of charge one copy of the letters patent and by-laws of the federal credit union, and one copy of any amendments to them. Copies (2) The federal credit union must provide each creditor, and, if the federal credit union is a distributing federal credit union, any other person, on payment of a reasonable fee, with a copy of the federal credit union’s letters patent and by-laws. 2010, c. 12, s. 1986
Bank Act — B-1.01 192.03
Making or amendment of by-law by members 192.03 (1) The members of a federal credit union may, by special resolution, make, amend or repeal any by-law that regulates the business and affairs of the federal credit union, including a by-law changing the federal credit union’s name or the province in which its head office is situated. Making or amendment of by-law by directors (2) Unless the by-laws of a federal credit union provide otherwise, the directors may, by special resolution, make a by-law or amend a by-law of the federal credit union, including a by-law changing the federal credit union’s name or the province in which its head office is situated, but only if the by-law or amendment is not contrary to a by-law made by the members. Approval (3) The directors must present a by-law or an amendment to a by-law that is made under subsection (2) to the members at the next meeting of members and the members may, by special resolution, confirm or amend it. By-law not confirmed (4) If a by-law or an amendment to a by-law made by the directors is not confirmed, with or without amendments, under subsection (3), the by-law or amendment is repealed as of the date of the meeting of members at which it was not confirmed. Effective date of by-law (5) If a by-law, or an amendment to or a repeal of a by-law, made under subsection (1) or (2) does any thing referred to in subsection 218(1) in relation to any class or series of shares, the by-law, amendment or repeal is not effective until it is confirmed or confirmed as amended by the holders of shares of that class or series in accordance with section 218. Effective date of by-law (6) If a by-law or an amendment to a by-law made under subsection (1) or (2) changes the name of the federal credit union, the by-law or the amendment is not effective until it is approved by the Superintendent. Letters patent (7) If the name of a federal credit union or the province in which its head office is situated is changed under subsection (1) or (2), the Superintendent may issue letters patent to amend the federal credit union’s incorporating instrument accordingly. Effect of letters patent (8) Letters patent issued under subsection (7) become effective on the day stated in the letters patent. 2010, c. 12, s. 1986
Bank Act — B-1.01 192.04
Proposal of by-law 192.04 A member may, in accordance with section 144.1, make a proposal to make, amend or repeal a by-law. 2010, c. 12, s. 1986
Bank Act — B-1.01 192.05
Effective date of by-law 192.05 (1) A by-law or an amendment to or repeal of a by-law made by the members is effective from the later of the date of the resolution made under subsection 192.03(1) and the date specified in the by-law, amendment or repeal. Effective date of by-law (2) A by-law or an amendment to a by-law made by the directors of a federal credit union is effective from the later of the date the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, with or without amendment, under subsection 192.03(3) or repealed under subsection 192.03(4) and, if the by-law is confirmed, or confirmed as amended, it is in effect in the form in which it was so confirmed. If by-law not approved (3) If a by-law or an amendment to a by-law made by the directors under subsection 192.03(2) is not submitted by the directors to the next meeting of the members as required under subsection 192.03(3), the by-law or amendment ceases to be effective from the date of that meeting. New resolution of directors (4) If a by-law or an amendment to a by-law made by the directors under subsection 192.03(2) is repealed under subsection 192.03(4) or ceases to be effective under subsection (3), no subsequent resolution of the directors to make or amend a by-law that has substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members. 2010, c. 12, s. 1986
Bank Act — B-1.01 192.06
By-laws of continued body corporate 192.06 Subject to section 192.05, the by-laws of a body corporate that is continued as a federal credit union under this Act continue in effect until amended or repealed, unless contrary to a provision of this Act. 2010, c. 12, s. 1986
Bank Act — B-1.01 192.07
Existing resolutions 192.07 If the remuneration of directors of a body corporate that is continued as a federal credit union was, immediately before the issuance of the federal credit union’s letters patent, fixed by a resolution of the directors, that resolution continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the federal credit union’s members. 2010, c. 12, s. 1986
Bank Act — B-1.01 192.08
Deemed by-laws 192.08 (1) Any matter provided for in the incorporating instrument of a body corporate that is continued as a federal credit union that, under this Act, is to be provided for in the by-laws of a federal credit union is deemed to be provided for in the by-laws of the federal credit union. By-law prevails (2) If a by-law of the federal credit union made in accordance with section 192.03 amends or repeals any matter referred to in subsection (1), the by-law prevails. 2010, c. 12, s. 1986
Bank Act — B-1.01 192.09
Rights preserved 192.09 No amendment to the letters patent or by-laws of a federal credit union affects an existing cause of action or claim or liability to prosecution in favour of or against the federal credit union or its directors or officers, or any civil, criminal or administrative action or proceeding to which the federal credit union or any of its directors or officers are a party. 2010, c. 12, s. 1986
Bank Act — B-1.01 192.1
By-laws binding 192.1 Subject to this Act, every by-law of a federal credit union binds the federal credit union and its members to the same extent as if (a) each member had duly approved the by-law; and (b) there were in the by-law a covenant under seal on the part of each member, and the successors and assigns of the member, to conform to the by-law. 2010, c. 12, s. 1986
Bank Act — B-1.01 193
Committees 193 The directors of a bank may appoint from their number, in addition to the committees referred to in subsection 157(2), such other committees as they deem necessary and, subject to section 198, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.
Bank Act — B-1.01 194
Audit committee 194 (1) The audit committee of a bank shall consist of at least three directors. Membership (2) A majority of the members of the audit committee must consist of directors who are not persons affiliated with the bank and none of the members of the audit committee may be officers or employees of the bank or a subsidiary of the bank. Duties of audit committee (3) The audit committee of a bank shall (a) review the annual statement of the bank before the annual statement is approved by the directors; (b) review such returns of the bank as the Superintendent may specify; (c) require the management of the bank to implement and maintain appropriate internal control procedures; (c.1) review, evaluate and approve those procedures; (d) review such investments and transactions that could adversely affect the well-being of the bank as the auditor or auditors or any officer of the bank may bring to the attention of the committee; (e) meet with the auditor or auditors to discuss the annual statement and the returns and transactions referred to in this subsection; and (f) meet with the chief internal auditor of the bank, or the officer or employee of the bank acting in a similar capacity, and with management of the bank, to discuss the effectiveness of the internal control procedures established for the bank. Report (4) In the case of the annual statement and returns of a bank that under this Act must be approved by the directors of the bank, the audit committee of the bank shall report thereon to the directors before the approval is given. Required meeting of directors (5) The audit committee of a bank may call a meeting of the directors of the bank to consider any matter of concern to the committee. Transitional (6) Subsection (2), in so far as it relates to the affiliation of directors with the bank, does not apply in respect of a bank that was in existence immediately prior to the day that subsection comes into force until the day that is three years after the day that subsection comes into force. 1991, c. 46, s. 194; 1997, c. 15, s. 22
Bank Act — B-1.01 195
Conduct review committee 195 (1) The conduct review committee of a bank shall consist of at least three directors. Membership (2) A majority of the members of the conduct review committee of a bank must consist of directors who are not persons affiliated with the bank and none of the members of the conduct review committee may be officers or employees of the bank or a subsidiary of the bank. Duties of conduct review committee (3) The conduct review committee of a bank shall (a) require the management of the bank to establish procedures for complying with Part XI; (b) review those procedures and their effectiveness in ensuring that the bank is complying with Part XI; (b.1) if a widely held bank holding company or a widely held insurance holding company has a significant interest in any class of shares of the bank, (i) establish policies for entering into transactions referred to in subsection 495.1(1), and (ii) review transactions referred to in subsection 495.3(1); and (c) review the practices of the bank to ensure that any transactions with related parties of the bank that may have a material effect on the stability or solvency of the bank are identified. Bank report to Superintendent (4) A bank shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a). Committee report to directors (5) After each meeting of the conduct review committee of the bank, the committee shall report to the directors of the bank on matters reviewed by the committee. Directors’ report to Superintendent (6) Within ninety days after the end of each financial year, the directors of a bank shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3). (7) [Repealed, 1997, c. 15, s. 23] 1991, c. 46, s. 195; 1997, c. 15, s. 23; 2001, c. 9, s. 77
Bank Act — B-1.01 195.1
Committee 195.1 (1) The committee designated under paragraph 157(2)(e) shall consist of at least three directors. Membership (2) A majority of the members of the committee shall consist of directors who are not persons affiliated with the bank, and none of the members of the committee may be officers or employees of the bank or a subsidiary of the bank. Duties of committee (3) The committee shall (a) require the management of the bank to establish procedures for complying with the consumer provisions; (b) review those procedures to determine whether they are appropriate to ensure that the bank is complying with the consumer provisions; and (c) require the management of the bank to report at least annually to the committee on the implementation of the procedures and on any other activities that the bank carries out in relation to the protection of its customers. Bank’s report to Commissioner (4) A bank shall report to the Commissioner on the mandate and responsibilities of the committee and the procedures referred to in paragraph (3)(a). Committee’s report to directors (5) After each meeting of the committee, the committee shall report to the directors of the bank on matters reviewed by the committee. Directors’ report to Commissioner (6) Within 90 days after the end of each financial year, the directors of a bank shall report to the Commissioner on what the committee did during the year in performing its duties under subsection (3). 2018, c. 27, s. 317
Bank Act — B-1.01 196
Chief executive officer 196 (1) The directors of a bank shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 198, may delegate to that officer any of the powers of the directors. (2) [Repealed, 1997, c. 15, s. 24] 1991, c. 46, s. 196; 1997, c. 15, s. 24
Bank Act — B-1.01 197
Appointment of officers 197 (1) The directors of a bank may, subject to the by-laws, designate the offices of the bank, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 198, to manage the business and affairs of the bank. Directors as officers (2) Subject to section 164, a director of a bank may be appointed to any office of the bank. Two or more offices (3) Two or more offices of a bank may be held by the same person.
Bank Act — B-1.01 198
Limits on power to delegate 198 The directors of a bank that is not a federal credit union may not delegate the power to (a) submit to the shareholders a question or matter requiring the approval of the shareholders; (b) fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors; (c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 62, except in accordance with any authorization made by the directors; (d) declare a dividend; (e) authorize the redemption or other acquisition by the bank pursuant to section 71 of shares issued by the bank; (f) authorize the payment of a commission on a share issue; (g) approve a management proxy circular; (h) except as provided in this Act, approve the annual statement of the bank and any other financial statements issued by the bank; or (i) adopt, amend or repeal by-laws. 1991, c. 46, s. 198; 1997, c. 15, s. 25; 2005, c. 54, s. 38; 2010, c. 12, s. 1987
Bank Act — B-1.01 198.1
Limits on power to delegate 198.1 The directors of a federal credit union may not delegate the power to (a) submit to the members or shareholders a question or matter requiring their approval; (b) admit members, except in accordance with any authorization made by the members; (c) fill a vacancy among the directors, on a committee of directors or in the office of auditor; (d) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 62, except in accordance with any authorization made by the directors; (e) declare a dividend on membership shares or shares or allocate an amount as a patronage allocation; (f) authorize the redemption or other acquisition by the federal credit union under section 71 of membership shares, or shares, issued by the federal credit union; (g) authorize the payment of a commission on a share issue; (h) approve a management proxy circular; (i) except as provided in this Act, approve the annual statement of the federal credit union and any other financial statements it issued; (j) expel members; or (k) adopt or amend by-laws. 2010, c. 12, s. 1988
Bank Act — B-1.01 199
Remuneration of directors, officers and employees 199 (1) Subject to this section and the by-laws, the directors of a bank may fix the remuneration of the directors, officers and employees of the bank. By-law required (2) No remuneration shall be paid to a director as director until a by-law fixing the aggregate of all amounts that may be paid to all directors in respect of directors’ remuneration during a fixed period of time has been confirmed by special resolution. 1991, c. 46, s. 199; 1994, c. 26, s. 4
Bank Act — B-1.01 200
Validity of acts 200 (1) An act of a director or an officer of a bank is valid notwithstanding a defect in the director’s qualification or an irregularity in the director’s election or in the appointment of the director or officer. Idem (2) An act of the board of directors of a bank is valid notwithstanding a defect in the composition of the board or an irregularity in the election of the board or in the appointment of a member of the board.
Bank Act — B-1.01 201
Right to attend meetings 201 A director of a bank is entitled to attend and to be heard at every meeting of shareholders or members. 1991, c. 46, s. 201; 2010, c. 12, s. 1989
Bank Act — B-1.01 202
Disclosure of interest 202 (1) A director or officer of a bank shall disclose to the bank, in writing or by requesting to have it entered in the minutes of a meeting of directors or a meeting of a committee of directors, the nature and extent of any interest they have in a material contract or material transaction with the bank, whether entered into or proposed, if they (a) are a party to the contract or transaction; (b) are a director or officer of a party to the contract or transaction or a person acting in a similar capacity; or (c) have a material interest in a party to the contract or transaction. Time of disclosure — director (2) The disclosure shall be made in the case of a director (a) at the meeting of directors, or of a committee of directors, at which the proposed contract or transaction is first considered; (b) if at the time of the meeting referred to in paragraph (a) the director was not interested in the proposed contract or transaction, at the first one after they become interested in it; (c) if the director becomes interested after a contract or transaction is entered into, at the first one after they become interested; or (d) if a person who is interested in a contract or transaction becomes a director, at the first one after they become a director. Time of disclosure — officer (3) The disclosure shall be made in the case of an officer who is not a director (a) immediately after they become aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of directors or of a committee of directors; (b) if they become interested after the contract or transaction is entered into, immediately after they become interested; or (c) if a person who is interested in a contract or transaction becomes an officer, immediately after they become an officer. Time of disclosure — contract not requiring approval (4) If the material contract or material transaction, whether entered into or proposed, is one that in the ordinary course of the bank’s business would not require approval by the directors, shareholders or members, as the case may be, the director or officer must disclose to the bank, in writing or by requesting to have it entered in the minutes of a meeting of directors or of a committee of directors, the nature and extent of their interest immediately after they become aware of the contract or transaction. 1991, c. 46, s. 202; 2005, c. 54, s. 39; 2010, c. 12, s. 1990