GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 48
Where withdrawal or expulsion 48 Where a member withdraws or is expelled pursuant to section 46 or 47, the association shall permit the withdrawal of the member’s deposits with the association and shall, in accordance with any by-law passed pursuant to subsection 67(4), redeem the membership shares held by the member, unless (a) there are reasonable grounds for believing that the association is, or the payment to redeem the membership shares would cause the association to be, in contravention of any regulation referred to in 409(1) and (2) or any direction referred to in 409(3); or (b) subject to paragraph 79(1)(b), the redemption of the membership shares has not been approved by the Superintendent.
Cooperative Credit Associations Act — C-41.01 49
Members register 49 (1) An association shall maintain a members register in which it shall record (a) the names, alphabetically arranged, and latest known addresses of the members and former members of the association; (b) the number of membership shares held by each member; and (c) the date and particulars of the issue and transfer of each membership share. Former-Act and amalgamated associations (2) For the purposes of subsection (1), “members register” includes similar registers required by law to be maintained by the former-Act association, or by a body corporate amalgamated and continued as an association under this Act, before the coming into force of this section or the amalgamation, as the case may be. Application of certain provisions (3) Subsection 236(4) and sections 240 to 242 and 246 to 249 apply, with such modifications as the circumstances require, in respect of a members register.
Cooperative Credit Associations Act — C-41.01 50
Minimum membership 50 (1) The membership in a retail association and the former-Act association must include at least (a) an association; (b) two central cooperative credit societies not all of which are incorporated under the laws of one province; (c) two local cooperative credit societies not all of which are incorporated under the laws of one province; (d) two provincial leagues not all of which are incorporated under the laws of one province; or (e) a federal credit union or a federal league. Predominately federal membership (1.1) The membership of an association that is not a retail association or the former-Act association must be predominated by associations other than retail associations, by federal credit unions, by federal leagues or by any combination of them. If minimum not attained (2) If, at any time, the membership in an association is not in accordance with subsection (1) or (1.1), as the case may be, the association shall without delay take the steps that are necessary to (a) apply for a certificate of continuation or letters patent referred to in subsection 32(1); or (b) liquidate and dissolve the association under Part VII. 1991, c. 48, s. 50; 1998, c. 1, s. 384; 2001, c. 9, s. 265; 2007, c. 6, s. 144; 2014, c. 39, s. 284
Cooperative Credit Associations Act — C-41.01 51
Lien 51 Unless the by-laws otherwise provide, where a member is indebted to an association, the association has a lien to the extent of the debt on the membership shares and deposits recorded in the name of, and any dividends payable to, the member.
Cooperative Credit Associations Act — C-41.01 52
No control 52 No person other than an association may control an association. 1991, c. 48, s. 52; 2001, c. 9, s. 266
Cooperative Credit Associations Act — C-41.01 53
First directors’ meeting 53 (1) After letters patent incorporating an association are issued, a meeting of the directors of the association shall be held at which the directors may, subject to this Part, (a) adopt forms of certificates for membership shares and shares and of corporate records; (b) authorize the issue of membership shares of the association; (c) admit persons to membership in the association; (d) appoint officers; (e) make banking arrangements; and (f) deal with any other matters necessary to organize the association. Calling directors’ meeting (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 186(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the association.
Cooperative Credit Associations Act — C-41.01 54
Calling members’ meeting 54 (1) After the meeting referred to in subsection 53(1), the directors of the association shall forthwith call a meeting of the members of the association. Meeting of members (2) The members of an association shall, at the meeting called pursuant to subsection (1), (a) make by-laws; (b) elect or appoint directors to hold office for a term expiring not later than the close of the third annual meeting of the association following the election; and (c) appoint an auditor to hold office until the close of the first annual meeting of the association.
Cooperative Credit Associations Act — C-41.01 55
Term of first directors 55 A director named in the application for letters patent to incorporate an association holds office until the close of the meeting called pursuant to subsection 54(1).
Cooperative Credit Associations Act — C-41.01 56
Order to commence and carry on business 56 (1) An association shall not carry on any business until the Superintendent has, by order, approved the commencement and carrying on of business by the association. Former-Act association (2) A certificate or any other authorization that was given to the former-Act association and that is in effect immediately before the coming into force of this Part is deemed to be an order of the Superintendent under subsection (1). Continued association (3) Except in respect of a body corporate that is continued as an association under this Act for the purpose of immediately amalgamating with one or more bodies corporate and continuing as an association under this Act, if letters patent continuing a body corporate as an association under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the association. Amalgamated association (4) If letters patent amalgamating and continuing two or more bodies corporate as an association under this Act are issued, the Superintendent shall make an order approving the commencement and carrying on of business by the association. S. 57(2) and s. 60 do not apply (5) For greater certainty, subsection 57(2) and section 60 do not apply in respect of an association referred to in subsection (3) or (4). 1991, c. 48, s. 56; 2005, c. 54, s. 145
Cooperative Credit Associations Act — C-41.01 57
Authority to make order 57 (1) On application by an association, the Superintendent may make an order approving the commencement and carrying on of business by the association. Statement of payments (2) An application by an association for an order under subsection (1) must contain a statement setting out the amounts paid or to be paid by the association in connection with its incorporation and organization.
Cooperative Credit Associations Act — C-41.01 58
No payments before order 58 Until an order approving the commencement and carrying on of business is made for an association, the association shall not make any payment on account of incorporation or organization expenses out of the paid-in capital of the association and interest thereon, except reasonable sums (a) for the remuneration of not more than two officers; (b) for the payment of costs related to the issue of membership shares and shares of the association; and (c) for the payment of clerical assistance, legal services, accounting services, office accommodation at one location, office expenses, advertising, stationery, postage and travel expenses.
Cooperative Credit Associations Act — C-41.01 59
Deposits and investments before order 59 Where an association comes into existence but no order approving the commencement and carrying on of business is made for the association, the association may only (a) deposit, in Canada, paid-in capital of the association in another deposit-taking Canadian financial institution; or (b) invest paid-in capital of the association in unencumbered securities of the Government of Canada or the government of any province.
Cooperative Credit Associations Act — C-41.01 60
Conditions for order 60 (1) The Superintendent shall not make an order approving the commencement and carrying on of business by an association until it has been shown to the satisfaction of the Superintendent that (a) the meeting of members of the association referred to in subsection 54(1) has been duly held; (b) the association has paid-in capital of at least five million dollars or such greater amount as the Minister may specify; (c) the expenses of incorporation and organization to be borne by the association are reasonable; and (d) all other relevant requirements of this Act have been complied with. Time limit (2) The Superintendent shall not make an order approving the commencement and carrying on of business by an association more than one year after the day on which the association comes into existence. 1991, c. 48, s. 60; 2001, c. 9, s. 267
Cooperative Credit Associations Act — C-41.01 61
Conditions of order 61 An order approving the commencement and carrying on of business by an association may contain any conditions or limitations that the Superintendent considers appropriate. 1991, c. 48, s. 61; 2001, c. 9, s. 268
Cooperative Credit Associations Act — C-41.01 62
Variations 62 (1) In respect of the order approving the commencement and carrying on of business by an association, the Superintendent may at any time, by further order, (a) make the order subject to such conditions or limitations that are consistent with this Act and that relate to the business of the association as the Superintendent deems expedient and necessary, or (b) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject, but before making any such further order the Superintendent shall provide the association with an opportunity to make representations regarding that further order. (2) to (6) [Repealed, 1996, c. 6, s. 53] 1991, c. 48, s. 62; 1996, c. 6, s. 53
Cooperative Credit Associations Act — C-41.01 63
Public notice 63 (1) On the making of an order approving the commencement and carrying on of business by an association, the association shall publish a notice of the making of the order in a newspaper in general circulation at or near the place where the head office of the association is located. Notice in Canada Gazette (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the making of an order approving the commencement and carrying on of business by an association.
Cooperative Credit Associations Act — C-41.01 64
Cessation of existence 64 Except for the sole purpose of winding up the association’s affairs, an association ceases to exist one year after the day on which its incorporating instrument became effective if it does not obtain an order approving the commencement and carrying on of business within that year.
Cooperative Credit Associations Act — C-41.01 65
Allowed disbursements 65 (1) Where an order approving the commencement and carrying on of business is not made for an association, no part of the moneys of the association shall be used for the payment of incorporation and organization expenses, other than remuneration and costs referred to in section 58, unless the payment has been approved by a special resolution. Application to court to settle disbursements (2) If the amount allowed by a special resolution for the payment of any incorporation and organization expenses referred to in subsection (1) is considered insufficient by the directors or if no special resolution for the payment of such expenses is passed, the directors may apply to any court having jurisdiction in the place where the head office of the association is situated to settle and determine the amounts to be paid out of any moneys of the association. Notice of application to court (3) The directors shall, at least twenty-one days prior to the date fixed for the hearing of the application referred to in subsection (2), send to the members or incorporators, as the case may be, a notice of the application, which notice shall contain a statement of the amounts that are proposed to be settled and determined by the court. Ratio payable (4) In order that the amounts paid and payable under this section may be equitably borne by the members or incorporators, as the case may be, the directors shall, after the amounts of the payments have been approved by special resolution or settled and determined by a court, fix the proportionate part thereof chargeable to each member or incorporator as the ratio of the amount paid in by the member or incorporator to the aggregate of all the amounts paid in by the members or incorporators. Return of excess (5) After the amounts referred to in this section have been paid, the directors shall pay, with any interest earned thereon, to the members or incorporators, the respective balances of the moneys paid in by them, less the amount chargeable to each member or incorporator under subsection (4).
Cooperative Credit Associations Act — C-41.01 66
Power to issue membership shares and shares 66 (1) Subject to this Act and the incorporating instrument and by-laws of the association, (a) membership shares of an association may be issued at such times and to such members and for such consideration as the directors of the association may determine; and (b) shares of an association may be issued at such times and to such persons and for such consideration as the directors of the association may determine. Form (2) Shares of an association shall be in registered form and membership shares and shares shall be without nominal or par value.
Cooperative Credit Associations Act — C-41.01 67
Holding membership shares 67 (1) Members shall hold the minimum number of membership shares prescribed by the by-laws. Rights (2) The membership shares of an association confer on the holders thereof equal rights, including equal rights to (a) receive dividends declared on the membership shares; and (b) receive the remaining property of the association on dissolution. Designation of shares (3) No association shall designate a class of its shares as “membership shares” or any variation thereof. Redemption (4) The by-laws of an association shall set the terms and conditions under which membership shares may be redeemed, including the manner and time of payment for the redeemed membership shares. Certificates not mandatory (5) The by-laws of an association may provide that no membership share certificates need be issued but if this is the case, the association shall issue to each member who so requests, a statement of the number of membership shares held by the member. Certificates (6) If an association issues membership share certificates, there shall be stated on the face of each certificate for a membership share issued by the association after the coming into force of this section (a) the name of the association; (b) a statement that the association is subject to the Cooperative Credit Associations Act ; (c) the name of the person to whom it is issued; (d) a statement that the certificate represents membership shares in the association, and the number of such membership shares; (e) a statement that the certificate is not transferable without the approval of the Board of Directors of the association; and (f) that there may be a lien on the membership shares represented by the certificate in favour of the association for indebtedness to the association. 1991, c. 48, s. 67; 2007, c. 6, s. 145(E)
Cooperative Credit Associations Act — C-41.01 68
No automatic rights 68 (1) Subject to subsection (2), an association shall not issue any share that confers on the holder thereof the right (a) to vote at meetings of the association otherwise than in accordance with this Act; or (b) to receive any of the remaining property of the association on dissolution. Right to vote (2) An association may issue a share that confers on the holder thereof the right to vote at an election of directors by reason of an event that has occurred and is continuing or by a reason of a condition that has been fulfilled. Effect of contravening provision (3) Any provision in a by-law that purports to confer a right referred to in subsection (1) is of no force and effect.
Cooperative Credit Associations Act — C-41.01 69
Shares of former-Act association 69 (1) Membership shares and shares with nominal or par value of the former-Act association are deemed to be shares without nominal or par value. Deemed share conditions (2) Where any right of a holder of a membership share or share with nominal or par value of the former-Act association was stated or expressed in terms of the nominal or par value of the share immediately before the coming into force of this Part, that right is thereafter deemed to be the same right stated or expressed without reference to the nominal or par value of the share.
Cooperative Credit Associations Act — C-41.01 70
Classes of shares 70 (1) The members of an association may, by by-law, provide for one or more classes of shares and, if they so provide, shall set out (a) the rights, privileges, restrictions and conditions attaching to the shares of each class; and (b) the maximum number, if any, of shares of any class that the association is authorized to issue. Approval required (2) A by-law referred to in subsection (1) must be approved by special resolution. 1991, c. 48, s. 70; 2001, c. 9, s. 269
Cooperative Credit Associations Act — C-41.01 71
Shares issued in series 71 (1) The by-laws of an association may, subject to any limitations set out in them, authorize the issue of any class of shares in one or more series and may (a) fix the maximum number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to them; and (b) authorize the directors to do anything referred to in paragraph (a). Series participation (2) If any cumulative dividend or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital. Voting rights (3) Where voting rights are attached to any series of a class of shares, the shares of every other series of that class shall have the same voting rights. Restriction on series (4) No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section confer on the series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding. Material to Superintendent (5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent particulars of the series of shares and a copy of the by-law that granted the authority to the directors. 1991, c. 48, s. 71; 2005, c. 54, s. 146; 2007, c. 6, s. 146(E)
Cooperative Credit Associations Act — C-41.01 72
One share, one vote 72 Where voting rights are attached to a share of an association issued pursuant to a by-law passed under section 70, the by-law may confer only one vote in respect of that share.
Cooperative Credit Associations Act — C-41.01 73
Membership shares and shares non-assessable 73 Membership shares and shares issued by an association after the coming into force of this section are non-assessable and the members and shareholders are not liable to the association or to its creditors in respect thereof.
Cooperative Credit Associations Act — C-41.01 74
Consideration 74 (1) No membership share and no share of any class of shares of an association shall be issued until it is fully paid for in money or, with the approval of the Superintendent, in property. Other currencies (2) When issuing membership shares or shares, an association may provide that any aspect of the membership shares or shares relating to money or involving the payment of or the liability to pay money be in a currency other than the currency of Canada. When approval not necessary (3) The by-laws of an association may, with the approval of the Superintendent, provide for a formula or procedure for valuing a member of the association or any of its assets or liabilities when the member, or the asset or liability, is proposed to be acquired by the association in exchange for membership shares or shares of the association. The approval of the Superintendent under subsection (1) is not necessary when such shares are issued in accordance with such a by-law. 1991, c. 48, s. 74; 2001, c. 9, s. 270
Cooperative Credit Associations Act — C-41.01 76
Pre-emptive right: shareholders 76 (1) Where the by-laws of an association so provide, no shares of any class shall be issued unless the shares have first been offered to the persons holding shares of that class, and those persons have a pre-emptive right to acquire the offered shares in proportion to their holdings of the shares of that class, at such price and on such terms as those shares are to be offered to others. Exception (2) Notwithstanding the existence of a pre-emptive right, a shareholder of an association has no pre-emptive right in respect of shares that are to be issued (a) for a consideration other than money; (b) as a share dividend; or (c) pursuant to the exercise of conversion privileges, options or rights previously granted by the association. Idem (3) Notwithstanding the existence of a pre-emptive right, a shareholder of an association has no pre-emptive right in respect of shares to be issued (a) where the issue of shares to the shareholder is prohibited by this Act; or (b) where, to the knowledge of the directors of the association, the offer of shares to a shareholder whose recorded address is in a country other than Canada ought not to be made unless the appropriate authority in that country is provided with information in addition to that submitted to the members at the last annual meeting.
Cooperative Credit Associations Act — C-41.01 77
Conversion privileges 77 (1) An association may issue conversion privileges, options or rights to acquire securities of the association, and shall set out the conditions thereof (a) in the documents that evidence the conversion privileges, options or rights; or (b) in the securities to which the conversion privileges, options or rights are attached. Transferable rights (2) Conversion privileges, options and rights to acquire securities of an association may be made transferable or non-transferable, and options and rights to acquire such securities may be made separable or inseparable from any securities to which they are attached. Reserved shares (3) Where an association has granted privileges to convert any securities issued by the association into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, if the by-laws limit the number of authorized shares, the association shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.
Cooperative Credit Associations Act — C-41.01 78
Holding of own shares 78 Except as provided in sections 79 to 81, or unless permitted by the regulations, an association shall not (a) hold membership shares or shares of the association; or (b) permit any of its subsidiaries to hold membership shares greater than the minimum number of membership shares of the association prescribed by a by-law made under subsection 67(1) or any shares of the association.