GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01
securities underwriter means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; ( souscripteur à forfait )
Cooperative Credit Associations Act — C-41.01 (a)
security means (a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit or, for greater certainty, a membership share, and (b) in relation to any other entity, any ownership interest in or debt obligation of the entity; ( titre ou valeur mobilière )
Cooperative Credit Associations Act — C-41.01
security interest means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; ( sûreté )
Cooperative Credit Associations Act — C-41.01
series , in respect of shares, means a division of a class of shares; ( série )
Cooperative Credit Associations Act — C-41.01
share does not include a membership share; ( Version anglaise seulement )
Cooperative Credit Associations Act — C-41.01
significant interest means a significant interest determined in accordance with section 9; ( intérêt substantiel )
Cooperative Credit Associations Act — C-41.01
special resolution means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the persons who voted in respect of that resolution; ( résolution extraordinaire )
Cooperative Credit Associations Act — C-41.01
subordinated indebtedness means an instrument evidencing an indebtedness of an association that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the association, be subordinate in right of payment to all deposit liabilities of the association and all other liabilities of the association except those that, by their terms, rank equally with or are subordinate to such indebtedness; ( titre secondaire )
Cooperative Credit Associations Act — C-41.01
subsidiary means an entity that is a subsidiary of another entity within the meaning of section 5; ( filiale )
Cooperative Credit Associations Act — C-41.01
substantial investment means a substantial investment determined in accordance with section 12; ( intérêt de groupe financier )
Cooperative Credit Associations Act — C-41.01
Superintendent means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act ; ( surintendant )
Cooperative Credit Associations Act — C-41.01
trade , in respect of securities, means any sale or disposition of securities for valuable consideration; ( opération )
Cooperative Credit Associations Act — C-41.01
transfer , in respect of securities, includes a transmission by operation of law; ( transfert )
Cooperative Credit Associations Act — C-41.01
voting share means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled. ( action avec droit de vote )
Cooperative Credit Associations Act — C-41.01 2.1
Regulations — distributing association 2.1 (1) The Governor in Council may make regulations respecting the determination of what constitutes a distributing association for the purposes of this Act. Exemption — association (2) On the application of an association, the Superintendent may determine that it is not or was not a distributing association if the Superintendent is satisfied that the determination would not prejudice any of its security holders. Exemption — class of associations (3) The Superintendent may determine that members of a class of associations are not or were not distributing associations if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class. 2005, c. 54, s. 141
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Control 3 (1) For the purposes of this Act, (a) a person controls a body corporate if securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate; (b) a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity; (c) the general partner of a limited partnership controls the limited partnership; (d) a person controls a cooperative corporation if the person has the right to exercise more than 50 per cent of the votes that may be cast at an annual meeting or to appoint or elect the majority of the directors of the corporation; and (e) a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity. Deemed control (2) A person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity. Deemed control (3) A person is deemed to control, within the meaning of paragraph (1)(a), (b) or (d), an entity if the aggregate of (a) any securities of the entity that are beneficially owned by that person, and (b) any securities of the entity that are beneficially owned by any entity controlled by that person is such that, if that person and all of the entities referred to in paragraph (b) that beneficially own securities of the entity were one person, that person would control the entity. Guidelines (4) The Minister may, for any purpose of any provision of this Act that refers to control within the meaning of paragraph (1)(e), make guidelines respecting what constitutes such control, including guidelines describing the policy objectives that the guidelines and the relevant provisions of the Act are intended to achieve and, if any such guidelines are made, the reference to paragraph (1)(e) in that provision shall be interpreted in accordance with the guidelines. 1991, c. 48, s. 3; 2001, c. 9, s. 249
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Holding body corporate 4 A body corporate is the holding body corporate of any entity that is its subsidiary. 1991, c. 48, s. 4; 2001, c. 9, s. 250
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Subsidiary 5 An entity is a subsidiary of another entity if it is controlled by the other entity. 1991, c. 48, s. 5; 2001, c. 9, s. 250
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Affiliated entities 6 (1) One entity is affiliated with another entity if one of them is controlled by the other or both are controlled by the same person. (2) [Repealed, 2001, c. 9, s. 251] 1991, c. 48, s. 6; 2001, c. 9, s. 251
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Member 7 (1) For the purposes of this Act, a person is a holder of a membership share of an association when, according to the members register of the association, the person is the owner of the membership share or is entitled to be entered in the members register or like record of the association as the owner of the membership share. Holder of a membership share (2) A reference in this Act to the holding of a membership share by or in the name of a person is a reference to the fact that the person is registered or is entitled to be registered in the members register or like record of the association as the holder of that share.
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Shareholder 8 (1) For the purposes of this Act, a person is a shareholder of a body corporate when, according to the securities register of the body corporate, the person is the owner of one or more shares of the body corporate or is entitled to be entered in the securities register or like record of the body corporate as the owner of the share or shares. Holder of a share (2) A reference in this Act to the holding of a share by or in the name of any person is a reference to the fact that the person is registered or is entitled to be registered in the securities register or like record of the body corporate as the holder of that share.
Cooperative Credit Associations Act — C-41.01 9
Significant interest 9 (1) A person has a significant interest in a class of shares of an association where the aggregate of (a) any shares of that class beneficially owned by the person, and (b) any shares of that class beneficially owned by entities controlled by the person exceeds 10 per cent of all of the outstanding shares of that class of shares of the association. Increasing significant interest (2) A person who has a significant interest in a class of shares of an association increases that significant interest in the class of shares where the person or any entity controlled by the person (a) acquires beneficial ownership of additional shares of that class, or (b) acquires control of any entity that beneficially owns shares of that class, in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person.
Cooperative Credit Associations Act — C-41.01 10
Acting in concert — members’ rights to vote 10 (1) For the purposes of section 52, where two or more members have agreed, pursuant to any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of the exercise of any right to vote at a meeting of members, those members shall be deemed to be a single member. Exception (2) For the purposes of this section, members shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that (a) their membership voting rights are vested in the same delegate or delegates; or (b) they exercise their membership voting rights in the same manner. Designation (3) Where in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsection (1) exists by or among two or more members, the Superintendent may designate those members as members who have agreed to act jointly or in concert. Contravention (4) A member contravenes section 52 if the member agrees to act jointly or in concert with one or more other members in such a manner that a deemed single member contravenes that section. 1991, c. 48, s. 10; 2007, c. 6, s. 136
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Acting in concert — shares 11 (1) For the purposes of Part VIII, where two or more persons have agreed, pursuant to any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of (a) shares of an association that they beneficially own, (b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of an association, or (c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of an association, those persons shall be deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the association or shares or ownership interests of the entity that are beneficially owned by them. Idem (2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of an association or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c), (a) whereby any of them or their nominees may veto any proposal put before the board of directors of the association, or (b) pursuant to which no proposal put before the board of directors of the association may be approved except with the consent of any of them or their nominees, shall be deemed to be an agreement, commitment or understanding referred to in subsection (1). Exceptions (3) For the purposes of this section, persons shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that (a) one is the proxyholder of one or more of the others in respect of shares or ownership interests referred to in subsection (1); or (b) they vote the voting rights attached to shares or ownership interests referred to in subsection (1) in the same manner. Designation (4) Where in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsections (1) and (2) exists by or among two or more persons, the Superintendent may designate those persons as persons who have agreed to act jointly or in concert. Contravention (5) A person contravenes a provision of Part VIII if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision. 1991, c. 48, s. 11; 2007, c. 6, s. 137
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rative corporation, purchases or otherwise acquires beneficial ownership of membership shares of the cooperative corporation, or (ii) acquires control of any entity that beneficially owns voting shares of the body corporate or, where the body corporate is a cooperative corporation, acquires control of any entity that beneficially owns membership shares of the cooperative corporation, in such number as to cause the voting rights attached to the aggregate of the voting shares beneficially owned by the person and by any entities controlled by the person to exceed 10 per cent of the voting rights attached to all the outstanding voting shares of the body corporate or, where the body corporate is a cooperative corporation, in such number that the person, together with any entities controlled by the person, has the right to exercise more than 10 per cent of the votes that may be cast at an annual meeting of the cooperative corporation, the acquisition is deemed to cause the person to increase a substantial investment in the body corporate. Substantial investment in unincorporated entity (5) A person has a substantial investment in an unincorporated entity where the aggregate of any ownership interests, however designated, into which the entity is divided, beneficially owned by the person and by any entities controlled by the person exceeds 25 per cent of all of the ownership interests into which the entity is divided. Increasing substantial investment in unincorporated entities (6) A person who has a substantial investment in an unincorporated entity increases that substantial investment when the person or any entity controlled by the person (a) acquires beneficial ownership of additional ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests in the unincorporated entity beneficially owned by the person and by any entities controlled by the person; or (b) acquires control of any entity that beneficially owns ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests beneficially owned by the person and by any entities controlled by the person.
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Application of Act 14 This Act applies to the former-Act association, and to every body corporate incorporated or formed by or under this Act, so long as it is not discontinued under this Act. 1991, c. 48, s. 14; 2001, c. 9, s. 253
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Conflicting provisions 15 Where there is a conflict or inconsistency between a provision of this Act and a provision of the incorporating instrument of the former-Act association, the provision of this Act prevails.
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Corporate powers 16 (1) An association has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person. Powers restricted (2) An association shall not carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act. Business in Canada (3) An association may carry on business throughout Canada. Powers outside Canada (4) Subject to this Act, an association has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.
Cooperative Credit Associations Act — C-41.01 17
No invalidity 17 No act of an association, including any transfer of property to or by an association, is invalid by reason only that the act or transfer is contrary to the association’s incorporating instrument or this Act.
Cooperative Credit Associations Act — C-41.01 18
By-law not necessary 18 It is not necessary for an association to pass a by-law in order to confer any particular power on the association or its directors.
Cooperative Credit Associations Act — C-41.01 19
No personal liability 19 The members and shareholders of an association are not, by reason only of holding membership shares or shares of the association, liable for any liability, act or default of the association except as otherwise provided by this Act.
Cooperative Credit Associations Act — C-41.01 20
No constructive notice 20 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning an association by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at an office of the association.
Cooperative Credit Associations Act — C-41.01 21
Authority of directors and officers 21 (1) No association and no guarantor of an obligation of an association may assert against a person dealing with the association or against a person who has acquired rights from the association that (a) the association’s incorporating instrument or any by-laws of the association have not been complied with; (b) the persons named as directors of the association in the most recent return sent to the Superintendent under section 432 are not the directors of the association; (c) the place named in the incorporating instrument or by-laws of the association is not the place where the head office of the association is situated; (d) a person held out by the association as a director, officer or representative of the association has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the association or usual for a director, officer or representative; or (e) a document issued by any director, officer or representative of the association with actual or usual authority to issue the document is not valid or not genuine. Exception — knowledge (2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the association. 1991, c. 48, s. 21; 2005, c. 54, s. 143
Cooperative Credit Associations Act — C-41.01 22
Sunset provision 22 (1) Subject to subsections (2) and (4), associations shall not carry on business after March 29, 2019. Extension (2) The Governor in Council may, by order, extend by up to six months the time during which associations may continue to carry on business. No more than one order may be made under this subsection. Order not a regulation (3) The order is not a regulation for the purposes of the Statutory Instruments Act . However, it shall be published in Part II of the Canada Gazette . Exception — dissolution (4) If Parliament dissolves on March 29, 2019 or on any day within the six-month period before that date or on any day within an extension ordered under subsection (2), associations may continue to carry on business until the end of the 180th day after the first day of the first session of the next Parliament. 1991, c. 48, s. 22; 1997, c. 15, s. 116; 2001, c. 9, s. 254; 2006, c. 4, s. 200; 2007, c. 6, s. 138; 2012, c. 5, s. 105; 2016, c. 7, s. 122
Cooperative Credit Associations Act — C-41.01 23
Incorporation of association 23 On the application of one or more persons made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating an association. 1991, c. 48, s. 23; 2001, c. 9, s. 256
Cooperative Credit Associations Act — C-41.01 24
Who may apply for incorporation 24 An application for incorporation of an association may only be made by (a) an association; or (b) persons who are entitled to be members of an association under Part IV that include at least (i) two central cooperative credit societies not all of which are incorporated under the laws of one province, (ii) two local cooperative credit societies not all of which are incorporated under the laws of one province, (iii) two or more provincial leagues not all of which are incorporated under the laws of one province, or (iv) a federal credit union or a federal league. 1991, c. 48, s. 24; 2001, c. 9, s. 256; 2007, c. 6, s. 139; 2014, c. 39, s. 280
Cooperative Credit Associations Act — C-41.01 25
Application for incorporation 25 (1) An application for letters patent to incorporate an association setting out the names of the first directors of the association shall be filed with the Superintendent, together with such other information, material and evidence as the Superintendent may require. Publishing notice of intent (2) Before filing an application referred to in subsection (1), one of the applicants shall, at least once a week for a period of four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the association is to be situated.
Cooperative Credit Associations Act — C-41.01 26
Objections to incorporation 26 (1) Any person who objects to the proposed incorporation of an association may, within thirty days after the date of the last publication under subsection 25(2) in respect of the proposed association, submit the objection in writing to the Superintendent. Minister to be informed (2) On receipt of an objection under subsection (1), the Superintendent shall inform the Minister of the objection. Inquiry into objection and report (3) On receipt of an objection under subsection (1), and if the application for the issuance of the letters patent to which the objection relates has been received, the Superintendent shall, if satisfied that it is necessary and in the public interest to do so, hold or cause to be held a public inquiry into the objection as it relates to the application and, on completion of the inquiry, the Superintendent shall report the findings of the inquiry to the Minister. Report to be made available (4) Within thirty days after receiving a report under subsection (3), the Minister shall make the report available to the public. Rules governing proceedings (5) Subject to the approval of the Governor in Council, the Superintendent may make rules governing the proceedings at public inquiries held under this section.