GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 209
Avoidance standards 209 (1) A contract or transaction for which disclosure is required under subsection 206(1) is not invalid and a director or officer is not accountable to the association or its members or shareholders for any profit realized from it by reason only of the director’s or officer’s interest in the contract or transaction or the fact that the director was present or was counted to determine whether a quorum existed at the meeting of directors, or of a committee of directors, that considered it if (a) the director or officer disclosed their interest in accordance with section 206 and subsection 208(1); (b) the directors approved the contract or transaction; and (c) the contract or transaction was reasonable and fair to the association at the time that it was approved. Confirmation by members (2) Even if the conditions set out in subsection (1) are not met, a director or officer acting honestly and in good faith is not accountable to the association or its members or shareholders for any profit realized from a contract or transaction for which disclosure was required and the contract or transaction is not invalid by reason only of the director’s or officer’s interest in it if (a) the contract or transaction is approved or confirmed by special resolution at a meeting of members; (b) disclosure of the interest was made to the members in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and (c) the contract or transaction was reasonable and fair to the association at the time that it was approved or confirmed. 1991, c. 48, s. 209; 2005, c. 54, s. 178
Cooperative Credit Associations Act — C-41.01 210
Court may set aside or require accounting 210 If a director or officer of an association fails to comply with any of sections 206 to 209, a court, on application of the association or any of its members or shareholders, may set aside the contract or transaction on any terms that the court thinks fit and may require the director or officer to account to the association for any profit or gain realized on it. 1991, c. 48, s. 210; 2005, c. 54, s. 178
Cooperative Credit Associations Act — C-41.01 211
Director liability 211 (1) Directors of an association who vote for or consent to a resolution of the directors authorizing the issue of a membership share or a share contrary to subsection 74(1) or the issue of subordinated indebtedness contrary to section 87 for a consideration other than money are jointly and severally, or solidarily, liable to the association to make good any amount by which the consideration received is less than the fair equivalent of the money that the association would have received if the membership share or share or subordinated indebtedness had been issued for money on the date of the resolution. Further liability (2) Directors of an association who vote for or consent to a resolution of the directors authorizing any of the following are jointly and severally, or solidarily, liable to restore to the association any amounts so distributed or paid and not otherwise recovered by the association and any amounts in relation to any loss suffered by the association: (a) a redemption or purchase of membership shares or shares contrary to section 79; (b) a reduction of capital contrary to section 82; (c) a payment of a dividend contrary to section 86; (d) a payment of an indemnity contrary to section 216; or (e) any transaction contrary to Part XII. 1991, c. 48, s. 211; 2005, c. 54, s. 179(E)
Cooperative Credit Associations Act — C-41.01 212
Contribution 212 (1) A director who has satisfied a judgment in relation to the director’s liability under section 211 is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded. Recovery (2) A director who is liable under section 211 is entitled to apply to a court for an order compelling a member, shareholder or other person to pay or deliver to the director (a) any money or property that was paid or distributed to the member, shareholder or other person contrary to section 79, 82, 86 or 216; or (b) an amount equal to the value of the loss suffered by the association as a result of any transaction contrary to Part XII. Court order (3) Where an application is made to a court under subsection (2), the court may, where it is satisfied that it is equitable to do so, (a) order a member, shareholder or other person to pay or deliver to a director any money or property that was paid or distributed to the member, shareholder or other person contrary to section 79, 82, 86 or 216 or any amount referred to in paragraph (2)(b); (b) order an association to return or issue membership shares or shares to a member or shareholder from whom the association has purchased, redeemed or otherwise acquired membership shares or shares; or (c) make any further order it thinks fit.
Cooperative Credit Associations Act — C-41.01 213
Limitation 213 An action to enforce a liability imposed by section 211 may not be commenced after two years from the date of the resolution authorizing the action complained of.
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Directors liable for wages 214 (1) Subject to subsections (2) and (3), the directors of an association are jointly and severally, or solidarily, liable to each employee of the association for all debts not exceeding six months wages payable to the employee for services performed for the association while they are directors. Conditions precedent (2) A director is not liable under subsection (1) unless (a) the association has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part; (b) the association has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proven within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or (c) a winding-up order has been issued in respect of the association under the Winding-up and Restructuring Act and a claim for the debt has been allowed or proven within six months after the issue of the winding-up order. Limitations (3) A director is not liable under subsection (1) unless the director is sued for a debt referred to in that subsection while a director or within two years after the director has ceased to be a director. Amount due after execution (4) Where execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution. Subrogation of director (5) Where a director of an association pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. Contribution entitlement (6) A director of an association who has satisfied a claim under this section is entitled to a contribution from the other directors of the association who are liable for the claim. 1991, c. 48, s. 214; 1996, c. 6, s. 167; 2005, c. 54, s. 180(E)
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Defence — due diligence 215 (1) A director, officer or employee of an association is not liable under section 211 or 214 or subsection 430(1) and has fulfilled their duty under subsection 168(2) if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the association that were represented to them by an officer of the association or in a written report of the auditor of the association fairly to reflect the financial condition of the association; or (b) a report of a person whose profession lends credibility to a statement made by them. Defence — good faith (2) A director or officer of an association has fulfilled their duty under subsection 168(1) if they relied in good faith on (a) financial statements of the association that were represented to them by an officer of the association or in a written report of the auditor of the association fairly to reflect the financial condition of the association; or (b) a report of a person whose profession lends credibility to a statement made by them. 1991, c. 48, s. 215; 2001, c. 9, s. 279; 2005, c. 54, s. 181
Cooperative Credit Associations Act — C-41.01 216
Indemnification 216 (1) An association may indemnify a director or officer of the association, a former director or officer of the association or another person who acts or acted, at the association’s request, as a director or officer of or in a similar capacity for another entity against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal, administrative, investigative or other proceeding in which they are involved because of that association with the association or other entity. Advances (2) An association may advance amounts to the director, officer or other person for the costs, charges and expenses of a proceeding referred to in subsection (1). They shall repay the amounts if they do not fulfil the conditions set out in subsection (3). No indemnification (3) An association may not indemnify a person under subsection (1) unless (a) the person acted honestly and in good faith with a view to the best interests of, as the case may be, the association or the other entity for which they acted at the association’s request as a director or officer or in a similar capacity; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that their conduct was lawful. Indemnification — derivative actions (4) An association may with the approval of a court indemnify a person referred to in subsection (1) or advance amounts to them under subsection (2) — in respect of an action by or on behalf of the association or other entity to procure a judgment in its favour to which the person is made a party because of the association referred to in subsection (1) with the association or other entity — against all costs, charges and expenses reasonably incurred by them in connection with that action if they fulfil the conditions set out in subsection (3). Right to indemnity (5) Despite subsection (1), a person referred to in that subsection is entitled to be indemnified by the association in respect of all costs, charges and expenses reasonably incurred by them in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the person is subject because of their association referred to in subsection (1) with the association or other entity described in that subsection if the person (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that they ought to have done; and (b) fulfils the conditions set out in subsection (3). Heirs and personal representatives (6) An association may, to the extent referred to in subsections (1) to (5) in respect of the person, indemnify the heirs or personal representatives of any person whom the association may indemnify under those subsections. 1991, c. 48, s. 216; 2001, c. 9, s. 280(F); 2005, c. 54, s. 181
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Directors’ and officers’ insurance 217 An association may purchase and maintain insurance for the benefit of any person referred to in section 216 against any liability incurred by the person (a) in the capacity of a director or an officer of the association, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the association; or (b) in the capacity of a director or officer of another entity or while acting in a similar capacity for another entity, if they act or acted in that capacity at the association’s request, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity. 1991, c. 48, s. 217; 2005, c. 54, s. 182
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Application to court for indemnification 218 (1) An association or a person referred to in section 216 may apply to a court for an order approving an indemnity under that section and the court may so order and make any further order it thinks fit. Notice to Superintendent (2) An applicant under subsection (1) shall give the Superintendent written notice of the application and the Superintendent is entitled to appear and to be heard at the hearing of the application in person or by counsel. Other notice (3) On an application under subsection (1), the court may order notice to be given to any interested person and that person is entitled to appear and to be heard in person or by counsel at the hearing of the application.
Cooperative Credit Associations Act — C-41.01 219
Incorporating instrument 219 On the application of an association duly authorized by special resolution of the members, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the association’s incorporating instrument. 1991, c. 48, s. 219; 2001, c. 9, s. 281
Cooperative Credit Associations Act — C-41.01 220
Letters patent to amend 220 (1) On receipt of an application referred to in section 219, the Minister may issue letters patent to effect the proposal. Effect of letters patent (2) Letters patent issued pursuant to subsection (1) become effective on the day stated in the letters patent. 1991, c. 48, s. 220; 2001, c. 9, s. 282
Cooperative Credit Associations Act — C-41.01 221
By-laws 221 (1) The members of an association may, by special resolution, make, amend or repeal any by-laws, in the manner set out in subsection (2) and sections 222 to 225, to (a) change the maximum number, if any, of shares of any class that the association is authorized to issue; (b) create new classes of shares; (c) change the designation of any or all of the association’s shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of any or all of the association’s shares, whether issued or unissued; (d) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series; (e) divide a class of shares, whether issued or unissued, into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto; (f) authorize the directors to divide any class of unissued shares into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto; (g) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series; (h) revoke, diminish or enlarge any authority conferred under paragraphs (f) and (g); (i) increase or decrease the number of directors or the minimum or maximum number of directors, subject to subsection 169(1); (i.1) change the name of the association; or (j) change the province in which the head office of the association is situated. Effective date of by-law (2) A by-law respecting a change to the name of the association is not effective until it is approved by the Superintendent. Letters patent (3) If the name of an association or the province in Canada in which the head office of the association is situated is changed under this section, the Superintendent may issue letters patent to amend the association’s incorporating instrument accordingly. Effect of letters patent (4) Letters patent issued under subsection (3) become effective on the day stated in the letters patent. 1991, c. 48, s. 221; 2001, c. 9, s. 283; 2005, c. 54, s. 183; 2007, c. 6, s. 151
Cooperative Credit Associations Act — C-41.01 222
Class vote 222 (1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the by-laws otherwise provide in the case of an amendment to the by-laws referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series on a proposal to amend the by-laws to (a) increase or decrease any maximum number of authorized shares of that class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of that class; (b) effect an exchange, reclassification or cancellation of all or part of the shares of a class; (c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of a class and, without limiting the generality of the foregoing, (i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends, (ii) add, remove or change prejudicially redemption rights, (iii) reduce or remove a dividend preference or a liquidation preference, or (iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of the association, or sinking fund provisions; (d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class; (e) create a new class of shares equal or superior to the shares of that class; (f) make any class of shares having rights or privileges inferior to the shares of that class equal or superior to the shares of that class; or (g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class. Right limited (2) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) if that series is affected by an addition or amendment to the by-laws in a manner different from other shares of the same class. Right to vote (3) Subsections (1) and (2) apply whether or not the shares of a class otherwise carry the right to vote.
Cooperative Credit Associations Act — C-41.01 223
Separate resolutions 223 A proposed addition or amendment to the by-laws referred to in subsection 222(1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the addition or amendment by a special resolution.
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Proposal to amend 224 (1) Subject to subsection (2), a member may, in accordance with sections 152 and 153, make a proposal to make an application referred to in section 219 or to make, amend or repeal the by-laws referred to in subsection 221(1) of the association. Notice of amendment (2) Notice of a meeting at which a proposal to amend the incorporating instrument or to make, amend or repeal the by-laws of an association is to be considered must set out the proposal. 1991, c. 48, s. 224; 2001, c. 9, s. 284
Cooperative Credit Associations Act — C-41.01 225
Rights preserved 225 No amendment to the incorporating instrument or by-laws of an association affects an existing cause of action or claim or liability to prosecution in favour of or against the association or its directors or officers, or any civil, criminal or administrative action or proceeding to which the association or any of its directors or officers are a party.
Cooperative Credit Associations Act — C-41.01 226
Application to amalgamate 226 On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including associations, the Minister may issue letters patent amalgamating and continuing the applicants as one association if the proposed capital and corporate structure of the amalgamated association meets the requirements for an association to be incorporated under this Act. 1991, c. 48, s. 226; 2001, c. 9, s. 285
Cooperative Credit Associations Act — C-41.01 227
Amalgamation agreement 227 (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement. Contents of agreement (2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular, (a) the name of the amalgamated association and the province in which its head office is to be situated; (b) the name and place of ordinary residence of each proposed director of the amalgamated association; (c) the manner in which the membership shares of each association are to be converted into membership shares in the amalgamated association; (d) the manner in which the shares of each applicant are to be converted into shares or other securities of the amalgamated association; (e) if any membership shares of an applicant are not to be converted into membership shares of the amalgamated association the amount of money or securities that the members are to receive in addition to or in lieu of membership shares of the amalgamated association; (f) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated association, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated association; (g) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated association or of any other body corporate that are to be issued in the amalgamation; (h) the proposed by-laws of the amalgamated association; (i) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated association; and (j) the proposed effective date of the amalgamation. Cross ownership of shares (3) If membership shares or shares of one of the applicants are held by or on behalf of another of the applicants, other than membership shares or shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those membership shares or shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those membership shares or shares into membership shares or shares of the amalgamated association. 1991, c. 48, s. 227; 2005, c. 54, s. 184
Cooperative Credit Associations Act — C-41.01 228
Approval of agreement by Superintendent 228 An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 229(4) by the members and the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing. 1991, c. 48, s. 228; 2007, c. 6, s. 152