GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 110
Definition of appropriate person 110 (1) In this section, section 111, subsections 118(1), 121(4) and 126(1) and section 130, appropriate person means (a) the person specified by the security or by special endorsement to be entitled to the security; (b) if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or that person’s successor; (c) if the security or endorsement mentioned in paragraph (a) specifies more than one person as fiduciaries and one or more of those persons are no longer serving in the described capacity, the remaining fiduciary or fiduciaries, whether or not a successor has been appointed; (d) if a person described in paragraph (a) is a natural person and is without capacity to act by reason of death, incompetence, minority or other reason, the person’s fiduciary; (e) if the security or endorsement mentioned in paragraph (a) specifies more than one person with right of survivorship and by reason of death not all of the persons can sign, the survivor or survivors; (f) a person having power to sign under any applicable law or a power of attorney; or (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent, the person’s authorized agent. Determining an “appropriate person” (2) Whether the person signing is an appropriate person is determined as of the time of signing, and an endorsement by such a person does not become unauthorized for the purposes of this Part by reason of any subsequent change of circumstances.
Bank Act — B-1.01 111
Endorsement 111 (1) An endorsement of a security in registered form is made when an appropriate person signs, either on the security or on a separate document, an assignment or transfer of the security or a power to assign or transfer it, or when the signature of an appropriate person is written without more on the back of the security. Special or blank (2) An endorsement may be special or in blank. Blank endorsement (3) An endorsement in blank includes an endorsement to bearer. Special endorsement (4) A special endorsement specifies the person to whom the security is to be transferred, or who has power to transfer it. Right of holder (5) A holder may convert an endorsement in blank into a special endorsement.
Bank Act — B-1.01 112
Immunity of endorser 112 Unless otherwise agreed, the endorser by the endorsement assumes no obligation that the security will be honoured by the issuer.
Bank Act — B-1.01 113
Partial endorsement 113 An endorsement purporting to be an endorsement of only part of a security representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.
Bank Act — B-1.01 114
Effect of failure by fiduciary to comply 114 Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.
Bank Act — B-1.01 115
Effect of endorsement without delivery 115 An endorsement of a security, whether special or in blank, does not constitute a transfer until delivery of the security on which it appears or, if the endorsement is on a separate document, until delivery of both the security and that document.
Bank Act — B-1.01 116
Endorsement in bearer form 116 An endorsement of a security in bearer form may give notice of an adverse claim under section 105 but does not otherwise affect any of the holder’s rights.
Bank Act — B-1.01 117
Effect of unauthorized endorsement 117 (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.
Bank Act — B-1.01 118
Warranties of guarantor of signature 118 (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.
Bank Act — B-1.01 119
Constructive delivery of a security 119 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.
Bank Act — B-1.01 120
Constructive ownership of security 120 (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 119(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.
Bank Act — B-1.01 122
Right to reclaim possession 122 (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 117. 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.
Bank Act — B-1.01 123
Right to requisites for registration 123 (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.
Bank Act — B-1.01 124
Seizure of security 124 No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security.
Bank Act — B-1.01 125
No conversion if good faith delivery 125 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 a bank, 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.
Bank Act — B-1.01 126
Duty to register transfer 126 (1) Subject to Part VII, 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 85(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.
Bank Act — B-1.01 127
Assurance of endorsements 127 (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 96(1), a copy of the certified court order referred to in subsection 96(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.
Bank Act — B-1.01 128
Notice from additional documentation 128 If an issuer, in relation to a transfer, demands assurance other than an assurance specified in subsection 127(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.
Bank Act — B-1.01 129
Limited duty of inquiry 129 (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 128. 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.
Bank Act — B-1.01 130
Inquiry into adverse claims 130 Unless an issuer is deemed to have notice of an adverse claim from a document that it obtained under section 128 or has received notice of an adverse claim under subsection 129(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.
Bank Act — B-1.01 131
Duration of notice of adverse claim 131 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.
Bank Act — B-1.01 132
Limitation on issuer’s liability 132 (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 133(1) from asserting any claim; or (c) the delivery would result in over-issue in respect of which section 97 applies.
Bank Act — B-1.01 133
Lost or stolen security 133 (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 97 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.
Bank Act — B-1.01 134
Authenticating agent’s duty 134 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.
Bank Act — B-1.01 135
Notice to agent 135 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.
Bank Act — B-1.01 136
Place of meetings 136 (1) Meetings of shareholders or members of a bank are to be held at the place within Canada provided for in the by-laws of the bank 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 shareholders or members 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 bank 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. 46, s. 136; 2005, c. 54, s. 16; 2010, c. 12, s. 1948
Bank Act — B-1.01 137
Calling meetings 137 (1) The directors of a bank (a) must, after the meeting called under subsection 46(1) or section 47.02, call the first annual meeting of shareholders or members, as the case may be, of the bank, which meeting must be held not later than six months after the end of the first financial year of the bank, and subsequently call an annual meeting of shareholders or members, as the case may be, 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 shareholders or members. Order to delay calling annual meeting (2) Despite subsection (1), the bank may apply to the court for an order extending the time for calling an annual meeting. Obligation to notify Superintendent (3) The bank 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. Authority to fix record date (5) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders or members for any purpose, including for a determination of which shareholders or members are entitled to (a) receive payment of a dividend or a patronage allocation; (b) participate in a liquidation distribution; (c) receive notice of a meeting of shareholders or members; or (d) vote at a meeting of shareholders or members. Determination of record date (6) If no record date is fixed, (a) the record date for the determination of shareholders or members who are entitled to receive notice of a meeting 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 or members for any other purpose, other than to establish a 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 (7) 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 bank’s head office is situated and in each place in Canada where the bank 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 bank’s shares are listed for trading. 1991, c. 46, s. 137; 2005, c. 54, s. 17; 2010, c. 12, s. 1949
Bank Act — B-1.01 138
Notice of meeting 138 (1) Notice of the time and place of a meeting of shareholders or members of a bank must be sent within the prescribed period to (a) each shareholder or member entitled to vote at the meeting; (b) each director; (c) the auditor or auditors of the bank; and (d) the Superintendent. Exception (1.01) In the case of a bank that is not a federal credit union and that is not a distributing bank, notice may be sent within any shorter period specified in its by-laws. Number of eligible votes (1.1) A bank with equity of twelve billion dollars or more that is not a federal credit union must set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining shareholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting. Publication in newspaper (2) In addition to the notice required under subsection (1), where any class of shares of a bank 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 bank is situated and in each place in Canada where the bank has a transfer agent or where a transfer of the bank’s shares may be recorded. 1991, c. 46, s. 138; 2001, c. 9, s. 63; 2005, c. 54, s. 18; 2007, c. 6, s. 132; 2010, c. 12, s. 1950; 2012, c. 5, ss. 5, 223