GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 166.05
Soliciting proxies 166.05 (1) A person shall not solicit proxies unless (a) in the case of solicitation by or on behalf of the management of an association, a management proxy circular in prescribed form, either as an appendix to, or as a separate document accompanying, the notice of the meeting is sent to the auditor of the association and to each shareholder whose proxy is solicited; and (b) in the case of any other solicitation, a dissident’s proxy circular in prescribed form stating the purposes of the solicitation is sent to the auditor of the association, to each shareholder whose proxy is solicited and to the association. Copy to Superintendent (2) A person who sends a management proxy circular or dissident’s proxy circular shall at the same time file with the Superintendent (a) in the case of a management proxy circular, a copy of it together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting; and (b) in the case of a dissident’s proxy circular, a copy of it together with a copy of the form of proxy and any other documents for use in connection with the meeting. Exemption by Superintendent (3) On the application of an interested person, the Superintendent may, on any terms that the Superintendent thinks fit, exempt the person from any of the requirements of subsection (1) and section 166.04, and the exemption may be given retroactive effect. Reporting exemptions (4) The Superintendent shall set out in a periodical available to the public the particulars of each exemption granted under subsection (3) together with the reasons for the exemption. 1997, c. 15, s. 120
Cooperative Credit Associations Act — C-41.01 166.06
Attendance at meeting 166.06 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy. Rights of proxyholder (2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by way of a show of hands. Vote by show of hands (3) Despite subsections (1) and (2) and unless a shareholder or proxyholder demands a ballot, if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot were conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what, to the knowledge of the chairperson, would be the decision of the meeting on a matter or group of matters is less than 5% of all the votes that might be cast by shareholders in person or by proxy, (a) the chairperson may conduct the vote in respect of that matter or group of matters by way of a show of hands; and (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands. 1997, c. 15, s. 120; 2005, c. 54, s. 169
Cooperative Credit Associations Act — C-41.01 166.07
Duty of intermediary 166.07 (1) Shares of an association that are registered in the name of an intermediary or an intermediary’s nominee and not beneficially owned by the intermediary may not be voted unless the intermediary sends to the beneficial owner (a) a copy of the notice of the meeting, annual statement, management proxy circular and dissident’s proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and (b) a written request for voting instructions except if the intermediary has already received written voting instructions from the beneficial owner. When documents to be sent (2) The intermediary shall send the documents referred to in subsection (1) without delay after they receive the documents referred to in paragraph (1)(a). Restriction on voting (3) An intermediary or a proxyholder appointed by them may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or their nominee unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner. Copies (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a). Instructions to intermediary (5) The intermediary shall vote or appoint a proxyholder to vote in accordance with any written voting instructions received from the beneficial owner. Beneficial owner as proxyholder (6) If a beneficial owner so requests and provides an intermediary with the appropriate documentation, the intermediary shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder. Effect of intermediary’s failure to comply (7) The failure of an intermediary to comply with any of subsections (1) to (6) does not render void any meeting of shareholders or any action taken at the meeting. Intermediary may not vote (8) Nothing in this Part gives an intermediary the right to vote shares that they are otherwise prohibited from voting. 1997, c. 15, s. 120; 2005, c. 54, s. 170
Cooperative Credit Associations Act — C-41.01 166.071
Exemption 166.071 The Governor in Council may make regulations respecting the conditions under which an association is exempt from any of the requirements of sections 166.02 to 166.07. 2005, c. 54, s. 170
Cooperative Credit Associations Act — C-41.01 166.08
Restraining order 166.08 (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact that is required to be contained in it or that is necessary to make a statement contained in it not misleading in light of the circumstances in which the statement is made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit including, (a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident’s proxy circular relates; (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and (c) an order adjourning the meeting. Notice of application (2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give notice of the application to the Superintendent and the Superintendent is entitled to appear and to be heard in person or by counsel. 1997, c. 15, s. 120
Cooperative Credit Associations Act — C-41.01 167
Duty to manage 167 (1) Subject to this Act, the directors of an association shall manage or supervise the management of the business and affairs of the association. Specific duties (2) Without limiting the generality of subsection (1), the directors of an association shall (a) establish an audit committee to perform the duties referred to in subsections 199(3) and (4); (b) establish a conduct review committee to perform the duties referred to in subsection 200(3); (c) establish procedures to resolve conflicts of interest, including techniques for the identification of potential conflict situations and for restricting the use of confidential information; (d) designate a committee of the board of directors to monitor the procedures referred to in paragraph (c); (e) establish investment and lending policies, standards and procedures in accordance with section 387; (f) in the case of a retail association, establish procedures to provide disclosure of information to customers of the association that is required to be disclosed by this Act and for dealing with complaints as required by section 385.22; and (g) designate a committee of the board of directors to monitor the procedures referred to in paragraph (f) and satisfy itself that they are being adhered to by the retail association. 1991, c. 48, s. 167; 2001, c. 9, s. 275
Cooperative Credit Associations Act — C-41.01 168
Duty of care 168 (1) Every director and officer of an association in exercising any of the powers of a director or an officer and discharging any of the duties of a director or an officer shall (a) act honestly and in good faith with a view to the best interests of the association; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Duty to comply (2) Every director, officer and employee of an association shall comply with this Act, the regulations, the association’s incorporating instrument and the by-laws of the association. No exculpation (3) No provision in any contract, in any resolution or in the by-laws of an association relieves any director, officer or employee of the association from the duty to act in accordance with this Act and the regulations or relieves a director, officer or employee from liability for a breach thereof.
Cooperative Credit Associations Act — C-41.01 169
Minimum number of directors 169 (1) An association shall have at least seven directors. Residency requirement (2) The majority of the directors of an association must be, at the time of each director’s election or appointment, resident Canadians. 1991, c. 48, s. 169; 2001, c. 9, s. 276; 2007, c. 6, s. 150
Cooperative Credit Associations Act — C-41.01 170
Disqualified persons 170 The following persons are disqualified from being directors of an association: (a) a person who is less than eighteen years of age; (b) a person who is of unsound mind and has been so found by a court in Canada or elsewhere; (c) a person who has the status of a bankrupt; (d) a person who is not a natural person; (e) and (f) [Repealed, 1994, c. 47, s. 51] (g) a minister of Her Majesty in right of Canada or in right of a province; and (h) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof. 1991, c. 48, s. 170; 1994, c. 47, s. 51
Cooperative Credit Associations Act — C-41.01 171
Limit on directors 171 No more than 15 per cent of the directors of an association may, at each director’s election or appointment, be employees of the association or a subsidiary of the association.
Cooperative Credit Associations Act — C-41.01 172
Number of directors 172 (1) Subject to subsection 169(1), the members of an association shall, by by-law, determine the number of directors or the minimum and maximum number of directors. Content of by-law (2) A by-law made pursuant to subsection (1) shall set out the manner in which directors are nominated, appointed or elected, but no by-law that decreases the number of directors shortens the term of an incumbent director. Election at annual meeting (3) A by-law made pursuant to subsection (1) that provides for a minimum and maximum number of directors may provide that the number of directors to be appointed or elected at any annual meeting be such number as is fixed by the directors prior to the annual meeting.
Cooperative Credit Associations Act — C-41.01 172.1
Election or appointment as director 172.1 The election or appointment of a person as a director is subject to the following: (a) the person was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or (b) the person was not present at the meeting when the election or appointment took place but (i) consented in writing to hold office as a director before the election or appointment or within 10 days after it, or (ii) acted as a director after the election or appointment. 2005, c. 54, s. 171
Cooperative Credit Associations Act — C-41.01 173
Voting by shareholders 173 Where shareholders of an association are entitled to elect one or more directors of an association, no more than one third of the directors may be elected by the shareholders.
Cooperative Credit Associations Act — C-41.01 174
Term of directors 174 (1) An association may, by by-law, provide that the directors be appointed or elected for terms of one, two or three years. Term of one, two or three years (2) A director appointed or elected for a term of one, two or three years holds office until the close of the first, second or third annual meeting following the appointment or election of the director. No stated term (3) A director who is not appointed or elected for an expressly stated term of office ceases to hold office at the close of the next annual meeting following the appointment or election of the director. Tenure of office (4) It is not necessary that all directors appointed or elected at a meeting hold office for the same term. Idem (5) If a by-law of an association provides that the directors be appointed or elected for a term of two or three years, it may also provide that the term of office of each director be for the whole of that term, or that, as nearly as may be, one half of the directors retire each year if the term is two years, and that one third of the directors retire each year if the term is three years. Composition requirements (6) Where a director of an association is appointed or elected for a term of more than one year, the association shall comply with subsection 169(2) and section 171 at each annual meeting during the director’s term of office as if that director were appointed or elected on that date.
Cooperative Credit Associations Act — C-41.01 175
Determining election of directors 175 (1) The persons, to the number authorized to be elected, who receive the greatest number of votes at an election of directors of an association shall be directors thereof. Idem (2) If, at any election of directors referred to in subsection (1), two or more persons receive an equal number of votes and there are not sufficient vacancies remaining to enable all the persons receiving an equal number of votes to be elected, the directors who receive a greater number of votes or the majority of them shall, in order to complete the full number of directors to be elected, determine which of the persons so receiving an equal number of votes are to be elected.
Cooperative Credit Associations Act — C-41.01 176
Re-appointment or re-election of directors 176 A director who has completed a term of office is, if otherwise qualified, eligible for re-appointment or re-election.
Cooperative Credit Associations Act — C-41.01 177
Void election or appointment 177 (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 169(2) or section 171, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance. Failure to appoint or elect minimum (2) Where, at the close of a meeting of members or shareholders of an association, the members or shareholders have failed to appoint or elect the number or minimum number of directors required by this Act or the by-laws of the association, the purported appointment or election of directors at the meeting (a) is valid if the directors purported to be appointed or elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or (b) is void if the directors purported to be appointed or elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum. 1991, c. 48, s. 177; 1997, c. 15, s. 121
Cooperative Credit Associations Act — C-41.01 178
Directors where appointment or elections incomplete or void 178 (1) Notwithstanding subsections 174(2) and (3) and paragraph 179(1)(a), if section 177 applies at the close of any meeting of members or shareholders of an association, the board of directors shall, until such time as their successors are appointed or elected, consist solely of (a) where paragraph 177(2)(a) applies, the directors referred to in that paragraph; or (b) where subsection 177(1) or paragraph 177(2)(b) applies, those persons who were the incumbent directors immediately before the meeting. Where there is no approved rectification plan (1.1) Notwithstanding subsections 174(2) and (3) and paragraph 179(1)(a), where a plan to rectify the non-compliance referred to in subsection 177(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred. Directors to call meeting (2) Where subsection (1) or (1.1) applies, the board of directors referred to in that subsection shall without delay call a special meeting of members or shareholders to fill the vacancies, where paragraph 177(2)(a) applies, or elect a new board of directors, where subsection 177(1) or paragraph 177(2)(b) applies. Calling meeting (3) Where the directors fail to call a special meeting required by subsection (2), the meeting may be called by any person entitled to vote at that meeting. 1991, c. 48, s. 178; 1997, c. 15, s. 122
Cooperative Credit Associations Act — C-41.01 179
Ceasing to hold office 179 (1) A director ceases to hold office (a) at the close of the annual meeting at which the director’s term of office expires; (b) when the director dies or resigns; (c) when the director becomes disqualified under section 170 or ineligible to hold office pursuant to subsection 207(2); (d) when the director is removed under section 180; or (e) when the director is removed from office under section 441.2. Date of resignation (2) The resignation of a director of an association becomes effective at the time a written resignation is sent to the association by the director or at the time specified in the resignation, whichever is later. 1991, c. 48, s. 179; 2001, c. 9, s. 277
Cooperative Credit Associations Act — C-41.01 180
Removal of director 180 (1) Subject to subsections (2) and (3), the members of an association may, by special resolution at a special meeting of members, remove any or all directors from office. Exception (2) Where members of an association have the exclusive right to appoint or elect one or more directors, a director so appointed or elected may be removed only by those members. Idem (3) Where the holders of any class or series of shares of an association have the exclusive right to elect one or more directors, a director so elected may be removed only by a special resolution at a meeting of the shareholders of that class or series. Vacancy by removal (4) A vacancy created by the removal of a director may be filled at the meeting of the members or shareholders at which the director is removed.
Cooperative Credit Associations Act — C-41.01 181
Statement of director 181 (1) A director who (a) resigns, (b) receives a notice or otherwise learns of a meeting called for the purpose of removing the director from office, or (c) receives a notice or otherwise learns of a meeting of directors, members or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire, is entitled to submit to the association a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution. Statement re disagreement (2) Where a director resigns as a result of a disagreement with the other directors or the officers of an association, the director shall submit to the association and the Superintendent a written statement setting out the nature of the disagreement.
Cooperative Credit Associations Act — C-41.01 182
Circulation of statement 182 (1) Forthwith on receipt of a director’s statement referred to in subsection 181(1) relating to a matter referred to in paragraph 181(1)(b) or (c), or a director’s statement referred to in subsection 181(2), an association shall send a copy thereof to the Superintendent, to each member and, if the director was elected by the holders of shares of a class, to those shareholders. Exception (2) An association is not required to comply with subsection (1) in respect of shareholders if the statement is included in or attached to a management proxy circular required by paragraph 166.05(1)(a). Immunity for statement (3) No association or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1). 1991, c. 48, s. 182; 1997, c. 15, s. 123
Cooperative Credit Associations Act — C-41.01 183
Filling vacancy 183 (1) Subject to the by-laws of an association, a vacancy among the directors of the association is to be filled by an appointment or election by members only or by an appointment or election by persons having an exclusive right to appoint or elect one or more directors if the vacancy occurs among the directors appointed or elected by those persons. Where composition fails (2) Notwithstanding section 188, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of sections 169 and 171, the directors who, pursuant to the by-laws, are empowered to fill that vacancy shall do so forthwith. Class vacancy (3) Notwithstanding section 188, the by-laws of an association may provide that, where a class of persons has an exclusive right to appoint or elect one or more directors and a vacancy occurs among those directors, (a) the remaining directors appointed or elected by those persons may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors who are to be appointed or elected by that class or from a failure to appoint or elect the number or minimum number of directors who are to be appointed or elected by that class; (b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of sections 169 and 171, the other directors may fill that vacancy; and (c) if there are no such remaining directors and paragraph (b) does not apply, any person of that class of persons may call a meeting of the class for the purpose of filling the vacancy. 1991, c. 48, s. 183; 2005, c. 54, s. 172
Cooperative Credit Associations Act — C-41.01 184
Unexpired term 184 Unless the by-laws otherwise provide, a director appointed or elected to fill a vacancy holds office for the unexpired term of the director’s predecessor in office.
Cooperative Credit Associations Act — C-41.01 185
Meetings required 185 (1) The directors shall meet at least four times during each financial year. Place for meetings (2) The directors may meet at any place unless the by-laws provide otherwise. Notice for meetings (3) The notice for the meetings must be given as required by the by-laws. 1991, c. 48, s. 185; 1997, c. 15, s. 124