GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 290
No exculpation 290 No term of a trust indenture or of any agreement between a trustee and the holders of subordinated indebtedness issued thereunder or between the trustee and the issuer or guarantor operates to relieve a trustee from the duties imposed on the trustee by sections 281, 285 and 288 and subsection 289(1).
Cooperative Credit Associations Act — C-41.01 291
Financial year 291 (1) The financial year of an association ends on the expiration of the thirty-first day of December in each year. First financial year (2) Where an association has, after the first day of July in any year, obtained an order approving the commencement and carrying on of business, the first financial year of the association ends on the expiration of the thirty-first day of December in the next calendar year.
Cooperative Credit Associations Act — C-41.01 292
Annual financial statement 292 (1) The directors of an association shall place before the members at every annual meeting (a) a comparative annual financial statement (in this Act referred to as an “annual statement”) relating separately to (i) the financial year immediately preceding the meeting, and (ii) the financial year, if any, immediately preceding the financial year referred to in subparagraph (i); (b) the report of the auditor of the association; and (c) any further information respecting the financial position of the association and the results of its operations required by the by-laws of the association to be placed before the members at the annual meeting. Annual statement — contents (2) With respect to each of the financial years to which it relates, the annual statement of an association must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the association as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the association for that financial year. Additional information (3) An association shall include with its annual statement (a) a list of the subsidiaries of the association, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 394 or pursuant to a realization of security in accordance with section 395 and which the association would not otherwise be permitted to hold, showing, with respect to each subsidiary, (i) its name and the address of its head or principal office, (ii) the book value of the aggregate of any shares of the subsidiary beneficially owned by the association and by other subsidiaries of the association, and (iii) the percentage of the voting rights attached to all the outstanding voting shares of the subsidiary that is carried by the aggregate of any voting shares of the subsidiary beneficially owned by the association and by other subsidiaries of the association; and (b) such other information as the Governor in Council may, by order, require in such form as may be prescribed. Accounting principles (4) The financial statements referred to in subsection (1), paragraph (3)(b) and subsection 294(1) shall, except as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. A reference in any provision of this Act to the accounting principles referred to in this subsection shall be construed as a reference to those generally accepted accounting principles with any specifications so made. Regulations (5) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a). 1991, c. 48, s. 292; 1997, c. 15, s. 133; 2001, c. 9, s. 293; 2005, c. 54, s. 195; 2017, c. 26, s. 62
Cooperative Credit Associations Act — C-41.01 293
Annual statement — approval 293 (1) The directors of an association shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of (a) the chairperson of the board of directors or, in the event of that officer’s absence or inability to act, any other officer of the association authorized by the directors to sign in the stead of the chairperson; and (b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director. Condition precedent to publication (2) An association shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1). 1991, c. 48, s. 293; 2005, c. 54, s. 196
Cooperative Credit Associations Act — C-41.01 294
Statements — subsidiaries 294 (1) An association shall keep at its head office a copy of the current financial statements of each subsidiary of the association. Examination (2) Subject to this section, the members and shareholders of an association and their personal representatives may, on request therefor, examine the statements referred to in subsection (1) during the usual business hours of the association and may take extracts therefrom free of charge. Barring examination (3) An association may refuse to permit an examination under subsection (2) by any person. Application for order (4) Within fifteen days after a refusal under subsection (3), the association shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the association to permit the examination or, if it is satisfied that the examination would be detrimental to the association or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit. Notice to Superintendent (5) An association shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application.
Cooperative Credit Associations Act — C-41.01 295
Annual statement — distribution 295 (1) An association shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 161(1)(b) in lieu of the annual meeting, send to each member and shareholder a copy of the documents referred to in subsections 292(1) and (3) unless that time period is waived by the member or shareholder. Exception (2) An association is not required to comply with subsection (1) with respect to a member or shareholder who has informed the association, in writing, that the member or shareholder does not wish to receive the annual statement. Effect of default (3) Where an association is required to comply with subsection (1) and the association does not comply with that subsection, the annual meeting at which the documents referred to in that subsection are to be considered shall be adjourned until that subsection has been complied with. 1991, c. 48, s. 295; 1997, c. 15, s. 134; 2005, c. 54, s. 197
Cooperative Credit Associations Act — C-41.01 296
Copy to Superintendent 296 (1) Subject to subsection (2), an association shall send to the Superintendent a copy of the documents referred to in subsections 292(1) and (3) not later than twenty-one days before the date of each annual meeting of members of the association. Later filing (2) If an association’s shareholders or members sign a resolution under paragraph 161(1)(b) in lieu of an annual meeting, the association shall send a copy of the documents referred to in subsections 292(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution. 1991, c. 48, s. 296; 1997, c. 15, s. 135; 2001, c. 9, s. 294
Cooperative Credit Associations Act — C-41.01 297
Definitions 297 For the purposes of this section and sections 298 to 317, firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting; ( cabinet de comptables ) member , in relation to a firm of accountants, means (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting, or (b) an accountant who is an employee of a firm of accountants. ( membre )
Cooperative Credit Associations Act — C-41.01
firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting; ( cabinet de comptables )
Cooperative Credit Associations Act — C-41.01 (a)
member , in relation to a firm of accountants, means (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting, or (b) an accountant who is an employee of a firm of accountants. ( membre )
Cooperative Credit Associations Act — C-41.01 298
Appointment of auditor 298 (1) The members of an association shall, by ordinary resolution at the first meeting of members and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting. Remuneration of auditor (2) The remuneration of an auditor may be fixed by ordinary resolution of the members but, if not so fixed, shall be fixed by the directors.
Cooperative Credit Associations Act — C-41.01 300
Duty to resign 300 (1) An auditor who ceases to be qualified under section 299 shall resign forthwith after the auditor, where the auditor is a natural person, or any member of the firm of accountants, where the auditor is a firm of accountants, becomes aware that the auditor or the firm has ceased to be so qualified. Disqualification order (2) Any interested person may apply to a court for an order declaring that an auditor of an association has ceased to be qualified under section 299 and declaring the office of auditor to be vacant.
Cooperative Credit Associations Act — C-41.01 301
Revocation of appointment 301 (1) The members of an association may, by ordinary resolution at a special meeting, revoke the appointment of an auditor. Idem (2) The Superintendent may at any time revoke the appointment of an auditor made under subsection (3) or 298(1) or section 303 by notice in writing signed by the Superintendent and sent by registered mail to the auditor and to the association addressed to the usual place of business of the auditor and the association. Filling vacancy (3) A vacancy created by the revocation of the appointment of an auditor under subsection (1) may be filled at the meeting at which the appointment was revoked and, if not so filled, shall be filled by the directors under section 303.
Cooperative Credit Associations Act — C-41.01 302
Ceasing to hold office 302 (1) An auditor of an association ceases to hold office when (a) the auditor resigns; (b) the auditor, where the auditor is a natural person, dies; or (c) the appointment of the auditor is revoked by the members or the Superintendent. Effective date of resignation (2) The resignation of an auditor becomes effective at the time a written resignation is sent to the association or at the time specified in the resignation, whichever is later.
Cooperative Credit Associations Act — C-41.01 303
Filling vacancy 303 (1) Subject to subsection 301(3), where a vacancy occurs in the office of auditor of an association, the directors shall forthwith fill the vacancy, and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor. Where Superintendent may fill vacancy (2) Where the directors fail to fill a vacancy in accordance with subsection (1), the Superintendent may fill the vacancy and the auditor so appointed holds office for the unexpired term of office of the predecessor of that auditor. Designation of member of firm (3) Where the Superintendent has, pursuant to subsection (2), appointed a firm of accountants to fill a vacancy, the Superintendent shall designate the member of the firm who is to conduct the audit of the association on behalf of the firm.
Cooperative Credit Associations Act — C-41.01 304
Right to attend meetings 304 (1) The auditor of an association is entitled to receive notice of every meeting of members or shareholders and, at the expense of the association, to attend and be heard thereat on matters relating to the duties of the auditor. Duty to attend meeting (2) If a director, member or shareholder of an association, whether or not the shareholder is entitled to vote at the meeting, gives written notice, not less than ten days before a meeting of members or shareholders to an auditor or former auditor of the association that the director, member or shareholder wishes the auditor’s attendance at the meeting, the auditor or former auditor shall attend the meeting at the expense of the association and answer questions relating to the auditor’s or former auditor’s duties as auditor. Notice to association (3) A member, director or shareholder who gives notice under subsection (2) shall send concurrently a copy of the notice to the association and the association shall forthwith send a copy thereof to the Superintendent. Superintendent may attend (4) The Superintendent may attend and be heard at any meeting referred to in subsection (2).
Cooperative Credit Associations Act — C-41.01 305
Statement of auditor 305 (1) An auditor of an association who (a) resigns, (b) receives a notice or otherwise learns of a meeting of members called for the purpose of revoking the appointment of the auditor, or (c) receives a notice or otherwise learns of a meeting of directors or members at which another person is to be appointed in the auditor’s stead, whether because of the auditor’s resignation or revocation of appointment or because the auditor’s term of office has expired or is about to expire, shall submit to the association and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action. Other statements (1.1) In the case of a proposed replacement of an auditor whether because of removal or the expiry of their term, the association shall make a statement of the reasons for the proposed replacement and the proposed replacement auditor may make a statement in which they comment on those reasons. Statements to be sent (2) The association shall send a copy of the statements referred to in subsections (1) and (1.1) without delay to every member and to the Superintendent. 1991, c. 48, s. 305; 2005, c. 54, s. 199
Cooperative Credit Associations Act — C-41.01 306
Duty of replacement auditor 306 (1) Where an auditor of an association has resigned or the appointment of an auditor has been revoked, no person or firm shall accept an appointment as auditor of the association or consent to be the auditor of the association until the person or firm has requested and received from the other auditor a written statement of the circumstances and reasons why the other auditor resigned or why, in the other auditor’s opinion, the other auditor’s appointment was revoked. Exception (2) Notwithstanding subsection (1), a person or firm may accept an appointment or consent to be appointed as auditor of an association if, within fifteen days after a request under that subsection is made, no reply from the other auditor is received. Effect of non-compliance (3) Unless subsection (2) applies, an appointment as auditor of an association is void if subsection (1) has not been complied with.
Cooperative Credit Associations Act — C-41.01 307
Auditor’s examination 307 (1) The auditor of an association shall make such examination as the auditor considers necessary to enable the auditor to report on the annual statement and on other financial statements required by this Act to be placed before the members, except such annual statements or parts thereof as relate to the period referred to in subparagraph 292(1)(a)(ii). Auditing standards (2) The auditor’s examination referred to in subsection (1) shall, except as otherwise specified by the Superintendent, be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Chartered Professional Accountants of Canada. 1991, c. 48, s. 307; 2017, c. 26, s. 62
Cooperative Credit Associations Act — C-41.01 308
Right to information 308 (1) On the request of the auditor of an association, the present or former directors, officers, employees or agents of the association shall, to the extent that such persons are reasonably able to do so, (a) permit access to such records, assets and security held by the association or any entity in which the association has a substantial investment, and (b) provide such information and explanations as are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the association. Directors to provide information (2) On the request of the auditor of an association, the directors of the association shall, to the extent that they are reasonably able to do so, (a) obtain from the present or former directors, officers, employees and agents of any entity in which the association has a substantial investment the information and explanations that such persons are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to perform the duties of auditor of the association; and (b) provide the auditor with the information and explanations so obtained. No civil liability (3) A person who in good faith makes an oral or written communication under subsection (1) or (2) shall not be liable in any civil action arising from having made the communication.
Cooperative Credit Associations Act — C-41.01 309
Auditor’s report and extended examination 309 (1) The Superintendent may, in writing, require that the auditor of an association report to the Superintendent on the extent of the auditor’s procedures in the examination of the annual statement and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case, and the auditor shall comply with any such requirement of the Superintendent and report to the Superintendent thereon. Special examination (2) The Superintendent may, in writing, require that the auditor of an association make a particular examination relating to the adequacy of the procedures adopted by the association for the safety of its creditors, members and shareholders, or any other examination as, in the Superintendent’s opinion, the public interest may require, and report to the Superintendent thereon. Idem (3) The Superintendent may direct that a special audit of an association be made if, in the opinion of the Superintendent, it is so required and may appoint for that purpose an accountant or a firm of accountants qualified pursuant to subsection 299(1) to be an auditor of the association. Expenses payable by association (4) The expenses entailed by any examination or audit referred to in any of subsections (1) to (3) are payable by the association on being approved in writing by the Superintendent. 1991, c. 48, s. 309; 1999, c. 31, s. 57(F)
Cooperative Credit Associations Act — C-41.01 310
Auditor’s report 310 (1) The auditor shall, not less than twenty-one days before the date of the annual meeting of the members, make a report in writing to the members on the annual statement referred to in subsection 292(1). Content of audit (2) In each report required under subsection (1), the auditor shall state whether, in the auditor’s opinion, the annual statement presents fairly, in accordance with the accounting principles referred to in subsection 292(4), the financial position of the association as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the association for that financial year. Auditor’s remarks (3) In each report referred to in subsection (2), the auditor shall include such remarks as the auditor considers necessary when (a) the examination has not been made in accordance with the auditing standards referred to in subsection 307(2); (b) the annual statement has not been prepared on a basis consistent with that of the preceding financial year; or (c) the annual statement does not present fairly, in accordance with the accounting principles referred to in subsection 292(4), the financial position of the association as at the end of the financial year to which it relates or the results of the operations or changes in the financial position of the association for that financial year.
Cooperative Credit Associations Act — C-41.01 311
Report on directors’ statement 311 (1) The auditor of an association shall, if required by the members, audit and report to the members on any financial statement submitted by the directors to the members, and the report shall state whether, in the auditor’s opinion, the financial statement presents fairly the information required. Making of report (2) A report of the auditor made under subsection (1) shall be attached to the financial statement to which it relates and a copy of the statement and report shall be sent by the directors to every member and the Superintendent.
Cooperative Credit Associations Act — C-41.01 312
Report to officers 312 (1) It is the duty of the auditor of an association to report in writing to the chairperson of the board of directors, the chief executive officer and the chief financial officer of the association any transactions or conditions that have come to the auditor’s attention affecting the well-being of the association that in the auditor’s opinion are not satisfactory and require rectification and, without restricting the generality of the foregoing, the auditor shall, as occasion requires, make a report to those persons in respect of (a) transactions of the association that have come to the auditor’s attention and that in the auditor’s opinion have not been within the powers of the association, and (b) loans owing to the association by any person the aggregate amount of which exceeds one half of one per cent of the regulatory capital of the association and in respect of which, in the auditor’s opinion, loss to the association is likely to occur, but when a report required under paragraph (b) has been made in respect of loans to any person, it is not necessary to report again in respect of loans to that person unless, in the opinion of the auditor, the amount of the loss likely to occur has increased. Transmission of report (2) Where the auditor of an association makes a report under subsection (1), (a) the auditor shall transmit the report, in writing, to the chairperson of the board of directors, the chief executive officer and the chief financial officer of the association; (b) the report shall be presented to the first meeting of the directors following its receipt; (c) the report shall be incorporated in the minutes of that meeting; and (d) the auditor shall, at the time of transmitting the report under paragraph (a), provide the audit committee of the association and the Superintendent with a copy. 1991, c. 48, s. 312; 2005, c. 54, s. 200