GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 229
Approval 229 (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the members or shareholders of the applicant association or subsidiary of which they are directors and, subject to subsection (3), to the holders of each class or series of such shares. Right to vote (2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote. Separate vote for class or series (3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series. Special resolution (4) Subject to subsection (3), an amalgamation agreement is approved when the members or shareholders of each applicant association or subsidiary have approved the amalgamation by special resolution. Termination (5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant notwithstanding that the agreement has been approved by the members or shareholders of all or any of the applicant associations or subsidiaries. 1991, c. 48, s. 229; 2005, c. 54, s. 185
Cooperative Credit Associations Act — C-41.01 230
Vertical short-form amalgamation 230 (1) An association may, without complying with sections 227 to 229, amalgamate with one or more bodies corporate that are incorporated by or under an Act of Parliament if the body or bodies corporate, as the case may be, are wholly-owned subsidiaries of the association and (a) the amalgamation is approved by a resolution of the directors of the association and of each amalgamating subsidiary; and (b) the resolutions provide that (i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof, (ii) the letters patent of amalgamation and the by-laws of the amalgamated association will be the same as the incorporating instrument and the by-laws of the amalgamating association that is the holding body corporate, and (iii) no securities will be issued by the amalgamated association in connection with the amalgamation. Horizontal short-form amalgamation (2) Two or more bodies corporate incorporated by or under an Act of Parliament may amalgamate and continue as an association without complying with sections 227 to 229 if (a) at least one of the applicants is an association; (b) the applicants are all wholly-owned subsidiaries of the same holding body corporate; (c) the amalgamation is approved by a resolution of the directors of each of the applicants; and (d) the resolutions provide that (i) the shares of all applicants, except those of one of the applicants that is an association, will be cancelled without any repayment of capital in respect of those shares, (ii) the letters patent of amalgamation and the by-laws of the amalgamated association will be the same as the incorporating instrument and the by-laws of the amalgamating association whose shares are not cancelled, and (iii) the stated capital of the amalgamating association and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating association whose shares are not cancelled. 1991, c. 48, s. 230; 2001, c. 9, s. 286
Cooperative Credit Associations Act — C-41.01 231
Joint application to Minister 231 (1) Subject to subsection (2), unless an amalgamation agreement is terminated in accordance with subsection 229(5), the applicants shall, within three months after the approval of the agreement in accordance with subsection 229(4) or the approval of the directors in accordance with section 230, jointly apply to the Minister for letters patent of amalgamation continuing the applicants as one association. Conditions precedent to application (2) No application for the issue of letters patent under subsection (1) may be made unless (a) notice of intention to make such an application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of each applicant is situated; and (b) the application is supported by satisfactory evidence that the applicants have complied with the requirements of this Part relating to amalgamations. Application of sections 24 to 26 (3) If two or more bodies corporate, none of which is an association, apply for letters patent under subsection (1), sections 24 to 26 apply in respect of the application with any modifications that the circumstances require. Matters for consideration (4) Before issuing letters patent of amalgamation continuing the applicants as one association, the Minister shall take into account all matters that the Minister considers relevant to the application, including (a) the sources of continuing financial support for the amalgamated association; (b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of the amalgamated association; (c) the business record and experience of the applicants; (d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity; (e) whether the amalgamated association will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution; (f) the impact of any integration of the operations and businesses of the applicants on the conduct of those operations and businesses; (g) whether the association is to be operated in accordance with cooperative principles; and (h) the best interests of the financial system in Canada and, in particular, the cooperative financial system in Canada. 1991, c. 48, s. 231; 2001, c. 9, s. 287
Cooperative Credit Associations Act — C-41.01 232
Issue of letters patent 232 (1) Where an application has been made to the Minister in accordance with section 231, the Minister may issue letters patent of amalgamation continuing the applicants as one association. Letters patent (2) Where letters patent are issued pursuant to this section, section 28 applies with such modifications as the circumstances require in respect of the issue of the letters patent. Publication of notice (3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1).
Cooperative Credit Associations Act — C-41.01 232.1
Court enforcement 232.1 (1) If an association or any director, officer, employee or agent of an association is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the association or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. Appeal (2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court. 2001, c. 9, s. 288
Cooperative Credit Associations Act — C-41.01 233
after the date of the approval for the association to commence and carry on business unless the Governor in Council is satisfied on the basis of evidence on oath provided by an officer of the association that the association will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and (b) with respect to matters described in paragraphs (3)(d) and (e) that purports to be effective more than ten years after the date of issue of the letters patent. 1991, c. 48, s. 233; 1994, c. 47, s. 52; 2007, c. 6, s. 153
Cooperative Credit Associations Act — C-41.01 233.1
Sale by association 233.1 (1) An association may sell all or substantially all of its assets to a financial institution incorporated under an Act of Parliament, a bank holding company or an authorized foreign bank in respect of its business in Canada if the purchasing financial institution, bank holding company or authorized foreign bank assumes all or substantially all of the liabilities of the association. Sale agreement (2) An agreement of purchase and sale (in subsection (3), section 233.2, subsections 233.3(1) and (4) and section 233.5 referred to as a “sale agreement”) must set out the terms of, and means of effecting, the sale of assets referred to in subsection (1). Consideration (3) Despite anything in this Act, the consideration for a sale referred to in subsection (1) may be cash or fully paid securities of the purchasing financial institution, bank holding company or authorized foreign bank or in part cash and in part fully paid securities of the purchasing financial institution, bank holding company or authorized foreign bank or any other consideration that is provided for in the sale agreement. Meaning of authorized foreign bank and bank holding company (4) In this section, authorized foreign bank and bank holding company have the meaning assigned to those expressions by section 2 of the Bank Act . 2001, c. 9, s. 289; 2014, c. 39, s. 285
Cooperative Credit Associations Act — C-41.01 233.2
Agreement to Superintendent 233.2 A sale agreement must be sent to the Superintendent before it is submitted to members and shareholders of the selling association under subsection 233.3(1). 2001, c. 9, s. 289; 2007, c. 6, s. 154
Cooperative Credit Associations Act — C-41.01 233.3
Approval 233.3 (1) The directors of a selling association shall submit a sale agreement for approval to a meeting of the members, and to a meeting of shareholders, of the association and, subject to subsection (3), to the holders of each class or series of shares of the association. Right to vote (2) Each share of a selling association carries the right to vote in respect of a sale referred to in subsection 233.1(1) whether or not the share otherwise carries the right to vote. Class vote (3) The holders of shares of a class or series of shares of a selling association are entitled to vote separately as a class or series in respect of a sale referred to in subsection 233.1(1) only if the shares of the class or series are affected by the sale in a manner different from the shares of another class or series. Special resolution (4) A sale agreement is approved when the members and shareholders, and the holders of each class or series of shares entitled to vote separately as a class or series under subsection (3), of the selling association have approved the sale by special resolution. 2001, c. 9, s. 289
Cooperative Credit Associations Act — C-41.01 233.4
Abandoning sale 233.4 If a special resolution approving a sale under subsection 233.3(4) so states, the directors of a selling association may, subject to the rights of third parties, abandon the sale without further approval of the members and shareholders. 2001, c. 9, s. 289
Cooperative Credit Associations Act — C-41.01 233.5
Application to Minister 233.5 (1) Subject to subsection (2), unless a sale agreement is abandoned in accordance with section 233.4, the selling association shall, within three months after the approval of the sale agreement in accordance with subsection 233.3(4), apply to the Minister for approval of the sale agreement. Conditions precedent to application (2) No application for approval under subsection (1) may be made unless (a) a notice of intention to make the application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the selling association is situated; and (b) the application is supported by satisfactory evidence that the selling association has complied with the requirements of sections 233.1 to 233.4 and this section. Approval by Minister (3) A sale agreement has no force or effect until it has been approved by the Minister. Approval by Minister (4) If an application has been made to the Minister in accordance with subsections (1) and (2), the Minister may approve the sale agreement to which the application relates. 2001, c. 9, s. 289
Cooperative Credit Associations Act — C-41.01 234
Head office 234 (1) An association shall at all times have a head office in the province specified in its incorporating instrument or by-laws. Change of head office (2) The directors of an association may change the address of the head office within the province specified in the incorporating instrument or by-laws. Notice of change of address (3) An association shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address. 1991, c. 48, s. 234; 2005, c. 54, s. 186
Cooperative Credit Associations Act — C-41.01 235
Records 235 (1) An association shall prepare and maintain records containing (a) its incorporating instrument and the by-laws of the association and all amendments thereto; (b) minutes of meetings and resolutions of members and shareholders; (c) the information referred to in paragraphs 432(1)(a) and (c) to (g) contained in all returns provided to the Superintendent pursuant to section 432; (d) particulars of any authorizations, conditions and limitations established by the Superintendent under section 61 or subsection 62(1) that are from time to time applicable to the association; and (e) written approvals of the Minister and the Superintendent relating to special resolutions of members and shareholders and changes in the by-laws of the association. Additional records (2) In addition to the records described in subsection (1), an association shall prepare and maintain adequate (a) corporate accounting records; (b) records containing minutes of meetings and resolutions of the directors and any committee thereof; and (c) records showing, for each member and customer of the association, on a daily basis, particulars of the transactions between the association and that member and customer and the balance owing to or by the association in respect of that member or customer. Amalgamated and former-Act associations (3) For the purposes of paragraph (1)(b) and subsection (2), (a) in the case of a body corporate amalgamated and continued as an association under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so amalgamated; and (b) in the case of the former-Act association, “records” includes similar records required by law to be maintained by the association before the coming into force of this section. 1991, c. 48, s. 235; 2007, c. 6, s. 155(E)
Cooperative Credit Associations Act — C-41.01 236
Place of records 236 (1) The records described in section 235 shall be kept at the head office of the association or at such other place in Canada as the directors think fit. Notice of place of records (2) Where any of the records described in section 235 are not kept at the head office of an association, the association shall notify the Superintendent of the place where the records are kept. Inspection (3) The records described in section 235, other than those described in paragraph 235(2)(c), shall at all reasonable times be open to inspection by the directors. Access to association records (4) Members, shareholders and creditors of an association and their personal representatives may examine the records referred to in subsection 235(1) during the usual business hours of the association and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the association is a distributing association, any other person may on payment of a reasonable fee examine those records during the usual business hours of the association and take extracts from them or have copies of them made. Electronic access (4.1) An association may make the information contained in records referred to in subsection 235(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time. Copies of by-laws (5) Every member and every shareholder of an association is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the association. 1991, c. 48, s. 236; 2001, c. 9, s. 290; 2005, c. 54, s. 187
Cooperative Credit Associations Act — C-41.01 237
Lists 237 (1) A person who is entitled to a basic list of members or shareholders of an association (in this section referred to as the “applicant”) may request the association to furnish the applicant with a basic list within ten days after receipt by the association of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the association shall comply with the request. Affidavit and contents (2) A request under subsection (1) must be accompanied by an affidavit containing (a) the name and address of the applicant, (b) the name and address for service of the entity, if the applicant is an entity, and (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 239, and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity. Entitlement to list (3) A member, shareholder or creditor of an association or their personal representative — or if the association is a distributing association, any person — is entitled to a basic list of members or shareholders of the association. Basic list (4) A basic list of members or shareholders of an association consists of a list of members or shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out (a) the names of the members or shareholders of the association; (b) the voting rights of each member or the number of shares owned by each shareholder; and (c) the address of each member or shareholder as shown in the records of the association. Supplemental lists (5) A person requiring an association to supply a basic list of members or shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the association or its agent, on payment of a reasonable fee, to provide supplemental lists of members or shareholders setting out any changes from the basic list in the names and addresses of the members or shareholders and the voting rights of each member or the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. When supplemental lists to be furnished (6) An association or its agent shall provide a supplemental list of members or shareholders required under subsection (5) (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided. 1991, c. 48, s. 237; 2005, c. 54, s. 188
Cooperative Credit Associations Act — C-41.01 238
Option holders 238 A person requiring an association to supply a basic list or a supplemental list of members or shareholders may also require the association to include in that list the name and address of any known holder of an option or right to acquire membership shares or shares of the association.
Cooperative Credit Associations Act — C-41.01 239
Use of list 239 A list of members or shareholders obtained under section 237 shall not be used by any person except in connection with (a) an effort to influence the voting of members or shareholders of the association; (b) an offer to acquire shares of the association; or (c) any other matter relating to the affairs of the association.
Cooperative Credit Associations Act — C-41.01 240
Form of records 240 (1) A register or other record required or authorized by this Act to be prepared and maintained by an association (a) may be in a bound or loose-leaf form or in a photographic film form; or (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time. Conversion of records (2) Registers and records maintained in one form may be converted to any other form. Destruction of converted records (3) Notwithstanding section 243, an association may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form.
Cooperative Credit Associations Act — C-41.01 241
Protection of records 241 An association and its agents shall take reasonable precautions to (a) prevent loss or destruction of, (b) prevent falsification of entries in, (c) facilitate detection and correction of inaccuracies in, and (d) ensure that unauthorized persons do not have access to or use of information in the registers and records required or authorized by this Act to be prepared and maintained.
Cooperative Credit Associations Act — C-41.01 242
Requirement to maintain copies and process information in Canada 242 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for an association to maintain, in another country, copies of records referred to in section 235 or of its central securities register or for an association to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for an association to do any of those activities in another country — the Superintendent shall direct the association to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada. Association to comply (2) An association shall without delay comply with any direction issued under subsection (1). 1991, c. 48, s. 242; 2001, c. 9, s. 291; 2005, c. 54, s. 189; 2007, c. 6, s. 156
Cooperative Credit Associations Act — C-41.01 243
Retention of records 243 An association shall retain (a) the members register; (b) the records of the association referred to in subsection 235(1); (c) any record of the association referred to in paragraph 235(2)(a) or (b); and (d) the central securities register.
Cooperative Credit Associations Act — C-41.01 244
Regulations 244 The Governor in Council may make regulations respecting the records, papers and documents to be retained by an association and the length of time those records, papers and documents are to be retained.
Cooperative Credit Associations Act — C-41.01 246
Agents 246 An association may appoint an agent to maintain its central securities register.
Cooperative Credit Associations Act — C-41.01 247
Location of central securities register 247 The central securities register of an association shall be maintained by the association at its head office or at any other place in Canada designated by the directors of the association.
Cooperative Credit Associations Act — C-41.01 248
Effect of registration 248 Registration of the issue or transfer of a security in the central securities register is complete and valid registration for all purposes.