GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 186
Notice of meeting 186 (1) A notice of a meeting of directors shall specify each matter referred to in section 202 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting. Waiver of notice (2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director 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. Adjourned meeting (3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.
Cooperative Credit Associations Act — C-41.01 187
Quorum 187 (1) Subject to section 188, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Idem (2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be (a) a majority of the minimum number of directors required by this Act for the board of directors or a committee of directors; or (b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the association. Director continues to be present (3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 207(1), present at any particular time during the meeting is considered to be present for the purposes of this section. 1991, c. 48, s. 187; 2005, c. 54, s. 173
Cooperative Credit Associations Act — C-41.01 188
Resident Canadian majority 188 (1) The directors of an association shall not transact business at a meeting of directors unless a majority of the directors present are resident Canadians. Exception (2) Despite subsection (1), the directors of an association may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if (a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and (b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting. 1991, c. 48, s. 188; 2013, c. 33, s. 109
Cooperative Credit Associations Act — C-41.01 189
Electronic meeting 189 (1) Subject to the by-laws of an association, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting. Deemed present (2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Act to be present at that meeting.
Cooperative Credit Associations Act — C-41.01 189.1
Resolution outside board meeting 189.1 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors. Filing directors’ resolution (2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors. Resolution outside committee meeting (3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 199(3) or a resolution of the conduct review committee in carrying out its duties under subsection 200(3), is as valid as if it had been passed at a meeting of that committee. Filing committee resolution (4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee. Evidence (5) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution. 1997, c. 15, s. 125; 2005, c. 54, s. 174
Cooperative Credit Associations Act — C-41.01 190
Dissent of director 190 (1) A director of an association who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless (a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting; (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or (c) the director sends the director’s dissent by registered mail or delivers it to the head office of the association immediately after the meeting is adjourned. Loss of right to dissent (2) A director of an association who votes for or consents to a resolution is not entitled to dissent under subsection (1). Dissent of absent director (3) A director of an association who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director (a) causes the director’s dissent to be placed with the minutes of the meeting; or (b) sends the director’s dissent by registered mail or delivers it to the head office of the association.
Cooperative Credit Associations Act — C-41.01 191
Meeting required by Superintendent 191 (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require an association to hold a meeting of directors of the association to consider the matters set out in the notice. Attendance of Superintendent (2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).
Cooperative Credit Associations Act — C-41.01 192
By-laws — members 192 (1) The members of an association may by special resolution make, amend or repeal any by-law that regulates the business or affairs of the association. By-laws — directors (2) Unless this Act otherwise provides, the directors of an association may by special resolution make a by-law or amend a by-law of the association but only if the by-law or amendment is not contrary to any by-law made by the members. Approval (3) The directors shall submit 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 the by-law or amendment. Where by-law not confirmed (4) Where a by-law made by the directors pursuant to subsection (2) is not confirmed, with or without amendments, pursuant to subsection (3), the by-law is repealed.
Cooperative Credit Associations Act — C-41.01 193
Proposal of by-law 193 A member may, in accordance with section 152, make a proposal to make, amend or repeal a by-law.
Cooperative Credit Associations Act — C-41.01 194
Effective date of by-law 194 (1) Unless this Act otherwise provides, a by-law, or an amendment to or a repeal of a by-law, made by the members, is effective from the later of the date of the resolution made under subsection 192(1) and the date specified in the by-law. Idem (2) Unless this Act otherwise provides, a by-law, or an amendment to a by-law, made by the directors is effective from the later of the date that the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, confirmed as amended under subsection 192(3) or repealed under subsection 192(4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed. Where by-law not approved (3) Where a by-law, or an amendment to a by-law, made by the directors pursuant to 192(2) is not submitted by the directors at a meeting as required under subsection 192(3), the by-law or amendment ceases to be effective from the date of that meeting. New resolution by directors (4) Where a by-law, or an amendment to a by-law, made by the directors pursuant to subsection 192(2) is repealed pursuant to subsection 192(4), or ceases to be effective pursuant to subsection (3), no subsequent resolution of directors to make or amend a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members.
Cooperative Credit Associations Act — C-41.01 195
By-laws of former-Act association 195 Subject to section 196, where a by-law of the former-Act association is in effect on the coming into force of this section, the by-law continues in effect until amended or repealed, unless it is contrary to a provision of this Act.
Cooperative Credit Associations Act — C-41.01 196
By-laws re remuneration 196 (1) A by-law of an association respecting the remuneration of the directors of the association, as directors, that is in effect on the coming into force of this Part ceases to have effect on the day on which the first annual meeting of the association is held following the coming into force of this Part. Existing resolutions (2) Where the remuneration of directors of the former-Act association was, immediately prior to the coming into force of this Part, 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 members following the coming into force of this Part. Application of subsections 192(3) and (4) and section 194 (3) Subsections 192(3) and (4) and section 194 apply in respect of a by-law referred to in this section as if it were a by-law made under section 192.
Cooperative Credit Associations Act — C-41.01 197
Deemed by-laws 197 (1) Any matter provided for in the incorporating instrument of the former-Act association on the coming into force of this Part that, under this Act, would be provided for in the by-laws of an association is deemed to be provided for in the by-laws of the association. By-law prevails (2) Where a by-law of the association made in accordance with sections 192 and 194 amends or repeals any matter referred to in subsection (1), the by-law prevails.
Cooperative Credit Associations Act — C-41.01 198
Committees 198 The directors of an association may appoint from their number, in addition to the committees referred to in subsection 167(2), such other committees as they deem necessary and, subject to section 202, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.
Cooperative Credit Associations Act — C-41.01 199
Audit committee 199 (1) The audit committee of an association shall consist of at least three directors. Membership (2) None of the members of the audit committee may be (a) employees of the association or of a subsidiary of the association; or (b) officers of the association or of a subsidiary of the association who are involved in the day-to-day operation of the association or subsidiary. Duties of audit committee (3) The audit committee of an association shall (a) review the annual statement of the association before the annual statement is approved by the directors; (b) review such returns of the association as the Superintendent may specify; (c) require the management of the association 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 association as the auditor or any officer of the association may bring to the attention of the committee; (e) meet with the auditor 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 association, or the officer or employee of the association acting in a similar capacity, and with management of the association, to discuss the effectiveness of the internal control procedures established for the association. Report (4) In the case of the annual statement and returns of an association that under this Act must be approved by the directors of the association, the audit committee of the association shall report thereon to the directors before the approval is given. Required meeting of directors (5) The audit committee of an association may call a meeting of the directors of the association to consider any matter of concern to the committee. 1991, c. 48, s. 199; 1997, c. 15, s. 126
Cooperative Credit Associations Act — C-41.01 200
Conduct review committee 200 (1) The conduct review committee of an association shall consist of at least three directors. Membership (2) None of the members of the conduct review committee may be (a) employees of the association or of a subsidiary of the association; or (b) officers of the association or of a subsidiary of the association who are involved in the day-to-day operation of the association or subsidiary. Duties of conduct review committee (3) The conduct review committee of an association shall (a) require the management of the association to establish procedures for complying with Part XII; (b) review those procedures and their effectiveness in ensuring that the association is complying with Part XII; and (c) review the practices of the association to ensure that any transactions with related parties of the association that may have a material effect on the stability or solvency of the association are identified. Association report to Superintendent (4) An association 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 an association, the committee shall report to the directors of the association on matters reviewed by the committee. Directors report to Superintendent (6) Within ninety days after the end of each financial year, the directors of an association shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3). 1991, c. 48, s. 200; 1997, c. 15, s. 127; 2001, c. 9, s. 278
Cooperative Credit Associations Act — C-41.01 201
Appointment of officers 201 (1) The directors of an association may, subject to the by-laws, designate the offices of the association, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 202, to manage the business and affairs of the association. Directors as officers (2) Subject to section 171, a director of an association may be appointed to any office of the association. Two or more offices (3) Two or more offices of an association may be held by the same person.
Cooperative Credit Associations Act — C-41.01 202
Limits on power to delegate 202 The directors of an association may not delegate any of the following powers, namely, the power to (a) submit to the members or shareholders a question or matter requiring their approval; (b) admit members; (c) fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors; (d) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 71, except in accordance with any authorization made by the directors; (e) declare a dividend on membership shares or shares, a payment of a bonus on any deposit or a patronage allocation; (f) authorize the redemption or other acquisition by the association pursuant to section 79 of membership shares or shares issued by the association; (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 association and any other financial statements issued by the association; (j) expel members; or (k) adopt or amend by-laws. 1991, c. 48, s. 202; 1997, c. 15, s. 128; 2005, c. 54, s. 175
Cooperative Credit Associations Act — C-41.01 203
Remuneration of directors, officers and employees 203 (1) Subject to this section and the by-laws, the directors of an association may fix the remuneration of the directors, officers and employees of the association. 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 of the members. 1991, c. 48, s. 203; 1994, c. 26, s. 26
Cooperative Credit Associations Act — C-41.01 204
Validity of acts 204 (1) An act of a director or an officer of an association 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 an association 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.
Cooperative Credit Associations Act — C-41.01 205
Right to attend meetings 205 A director of an association is entitled to attend and to be heard at every meeting of members or shareholders of the association.
Cooperative Credit Associations Act — C-41.01 206
Disclosure of interest 206 (1) A director or officer of an association shall disclose to the association, 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 association, 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, other than a member, 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 association’s business would not require approval by the directors or shareholders, the director or officer shall disclose to the association, 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. 48, s. 206; 2005, c. 54, s. 176
Cooperative Credit Associations Act — C-41.01 207
Director to abstain 207 (1) A director who is required to make a disclosure under subsection 206(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction (a) relates primarily to their remuneration as a director, officer, employee or agent of the association, an entity controlled by the association or an entity in which the association has a substantial investment; (b) is for indemnity under section 216 or insurance under section 217; or (c) is with an affiliate of the association. Ineligibility (2) Any director who knowingly contravenes subsection (1) ceases to hold office as director and is not eligible, for a period of five years after the date on which the contravention occurred, for election or appointment as a director of any financial institution that is incorporated or formed by or under an Act of Parliament. Validity of acts (3) An act of the board of directors of an association or of a committee of the board of directors is not invalid because a person acting as a director had ceased under subsection (2) to hold office as a director. 1991, c. 48, s. 207; 1997, c. 15, s. 129; 2005, c. 54, s. 177
Cooperative Credit Associations Act — C-41.01 208
General notice 208 (1) For the purposes of subsection 206(1), a general notice to the directors declaring that a director or officer is to be regarded as interested for any of the following reasons in a contract or transaction entered into with a party is a sufficient declaration of interest in relation to any contract or transaction with that party: (a) the director or officer is a director or officer of a party referred to in paragraph 206(1)(b) or (c) or a person acting in a similar capacity; (b) the director or officer has a material interest in the party; or (c) there has been a material change in the nature of the director’s or officer’s interest in the party. Access to disclosures (2) The members or shareholders of the association may examine the portions of any minutes of meetings of directors or committees of directors that contain disclosures under subsection 206(1), or the portions of any other documents that contain those disclosures, during the usual business hours of the association. 1991, c. 48, s. 208; 2005, c. 54, s. 178