GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canadian Payments Act — C-21 6
Powers 6 (1) The Association may, in carrying out its objects, (a) arrange the exchange of payment items at such places in Canada as the Association considers appropriate; (b) require the payment of dues by members and establish the amount thereof; (c) employ such officers and employees and engage the services of such advisers, agents and consultants as it considers necessary for the proper conduct of its business, and fix the terms and conditions of their employment or engagement and remuneration; and (d) provide or procure the provision of pension, insurance or other benefits for officers and employees of the Association. Capacity and powers (2) For the purpose of carrying out its objects, the Association has the capacity, rights, powers and privileges of a natural person. R.S., 1985, c. C-21, s. 6; 2001, c. 9, s. 225
Canadian Payments Act — C-21 7
Head office 7 The head office of the Association shall be at such place in Canada as may be designated in the by-laws of the Association. 1980-81-82-83, c. 40, s. 60
Canadian Payments Act — C-21 8
Composition 8 (1) There shall be a Board of Directors of the Association consisting of the following 13 directors: (a) the President; (b) three directors who are directors, officers or employees of members that, in the normal course of business, maintain a settlement account at the Bank of Canada; (c) two directors who are directors, officers or employees of members other than those described in paragraph (b); and (d) seven directors who are independent of the Association and of its members. Election of directors (2) The directors referred to in paragraphs (1)(b) to (d) are to be elected by the members. Quorum (3) At a meeting of the Board, the directors present constitute a quorum if at least seven directors are present and a majority of the directors present are directors referred to in paragraph (1)(d). R.S., 1985, c. C-21, s. 8; 2001, c. 9, s. 226; 2014, c. 39, s. 337
Canadian Payments Act — C-21 9
Ineligibility 9 (1) No individual is eligible to be a director if they are (a) a director, officer or employee of the Bank of Canada; (b) employed in any capacity in the federal public administration or the public service of a province or hold any office or position for which any salary or other remuneration is payable out of public moneys; or (c) a member of the Senate or House of Commons or a member of a provincial legislature. Restriction (2) When a director, officer or employee of a member is a director of the Association, no other director, officer or employee of that member, or of an affiliate of that member, is eligible to be a director of the Association. Affiliates (3) For the purposes of this section, (a) one corporation is affiliated with another corporation if one of them is the subsidiary of the other or both are subsidiaries of the same corporation or each of them is controlled by the same person; and (b) if two corporations are affiliated with the same corporation at the same time, they are deemed to be affiliated with each other. Definition of control (4) In paragraph (3)(a), control means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of any corporation or otherwise. R.S., 1985, c. C-21, s. 9; 1993, c. 34, s. 46(F); 1999, c. 28, s. 112; 2001, c. 9, s. 227; 2003, c. 22, s. 142(E); 2007, c. 6, s. 424; 2012, c. 5, s. 207; 2014, c. 39, s. 337 2024, c. 15, s. 221(E)
Canadian Payments Act — C-21 9.1
Term of office — elected directors 9.1 (1) The elected directors hold office for a term of three years and are eligible to be elected for two further terms. Removal of elected directors (2) If a resolution passed by a two-thirds majority of the members who are present at a special meeting of members called to consider the resolution provides for the recall of an elected director, then, despite subsection (1), that director ceases to be a director of the Association at the time notice of the resolution is given to the director or at any other time that may be fixed by by-law. Remuneration (3) A director referred to in paragraph 8(1)(d) shall be paid by the Association the remuneration that is fixed by by-law. 2014, c. 39, s. 337 2019, c. 29, s. 93
Canadian Payments Act — C-21 10
Vacancy 10 A vacancy on the Board does not impair the right of the remaining directors to act. R.S., 1985, c. C-21, s. 10; 1993, c. 34, s. 47(F); 1999, c. 28, s. 113; 2001, c. 9, s. 228; 2007, c. 6, s. 425
Canadian Payments Act — C-21 11
Vacancies 11 (1) If a vacancy among the elected directors occurs, the directors shall cause a meeting to be held of the members for the purpose of electing a director to fill the vacancy for the remainder of the term of the director whose departure resulted in the vacancy. Election by the Board (2) If the meeting is called and there is no quorum or the meeting fails to elect a director to fill the vacancy, the Board shall elect a director for the remainder of the term of the director whose departure from the Board resulted in the vacancy. R.S., 1985, c. C-21, s. 11; 2014, c. 39, s. 338
Canadian Payments Act — C-21 14
Canadian citizens 14 At least three quarters of the directors of the Association must be Canadian citizens ordinarily resident in Canada. R.S., 1985, c. C-21, s. 14; 2007, c. 6, s. 426
Canadian Payments Act — C-21 15
Chairperson and Deputy Chairperson 15 (1) The elected directors shall elect a Chairperson of the Board and a Deputy Chairperson of the Board from among the directors referred to in paragraph 8(1)(d) for a renewable term of up to three years. However, the Chairperson and Deputy Chairperson shall each serve no more than six years in office in total. Duties of Chairperson (2) The Chairperson shall preside at meetings of the Board and perform the duties that are assigned by the by-laws. Absence of Chairperson (3) If the Chairperson is unable to act by reason of absence or incapacity, the Deputy Chairperson shall perform the duties of the Chairperson. Additional vote (4) The Chairperson or, in the absence or incapacity of the Chairperson, the Deputy Chairperson has, in the event of a tie vote on any matter before the Board at a meeting of the Board, a second vote. R.S., 1985, c. C-21, s. 15; 2001, c. 9, ss. 232(E), 245(E); 2007, c. 6, s. 427(F); 2014, c. 39, s. 339 2019, c. 29, s. 94
Canadian Payments Act — C-21 16
President 16 (1) The elected directors shall appoint the President of the Association. Duties (2) The President is the chief executive of the Association and has, on behalf of the Board, the direction and management of the business of the Association with authority to act in all matters that are not by the by-laws or by resolution of the Board specifically reserved to be done by the Chairperson or the Board. Exercise of powers by officers and employees (3) Except as otherwise provided by the President, and subject to any terms and conditions that may be specified by the President, an officer or employee of the Association may exercise any power and perform any duty or function of the Association if the officer or employee is appointed to serve in a capacity appropriate to the exercise of the power or performance of the duty or function. R.S., 1985, c. C-21, s. 16; 2001, c. 9, s. 245(E); 2007, c. 6, s. 428; 2014, c. 39, s. 340
Canadian Payments Act — C-21 16.1
Duty of care of directors and officers 16.1 Every director and officer of the Association, in exercising their powers and performing their duties, shall (a) act honestly and in good faith with a view to the best interests of the Association; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 2014, c. 39, s. 341
Canadian Payments Act — C-21 17
Duties and powers of Board 17 (1) The Board shall direct and manage the affairs of the Association and may for such purposes exercise all the powers of the Association. Power to borrow (2) Subject to the by-laws, the Board may (a) borrow money on the credit of the Association; (b) issue, reissue, sell or pledge debt obligations of the Association; and (c) mortgage, pledge or otherwise create a security interest in all or any property of the Association owned or subsequently acquired, to secure any obligation of the Association. Definitions (3) For the purposes of this section, debt obligation means a bond, debenture, note or other evidence of indebtedness or guarantee of the Association, whether secured or unsecured; ( titre de créance ) security interest means an interest in or charge on the property of the Association by way of mortgage, pledge or otherwise, taken by a creditor to secure payment of an obligation of the Association. ( sûreté ) 1980-81-82-83, c. 40, s. 71
Canadian Payments Act — C-21
debt obligation means a bond, debenture, note or other evidence of indebtedness or guarantee of the Association, whether secured or unsecured; ( titre de créance )
Canadian Payments Act — C-21
security interest means an interest in or charge on the property of the Association by way of mortgage, pledge or otherwise, taken by a creditor to secure payment of an obligation of the Association. ( sûreté )
Canadian Payments Act — C-21 18
By-laws 18 (1) The Board may make any by-laws that it considers advisable for the attainment of the objects of the Association, including by-laws (a) providing for eligibility criteria for membership in the Stakeholder Advisory Council or the Member Advisory Council and their number of members; (b) establishing, subject to this Part, requirements for membership in the Association; (c) and (c.1) [Repealed, 2014, c. 39, s. 342] (d) respecting the exchange and clearing of payment items and related matters; (e) respecting settlements and related matters; (f) respecting the payment of dues by the members and the payment of fees for services performed by or on behalf of the Association, and establishing the method of determining the amount of those dues and those fees; (f.1) [Repealed, 2014, c. 39, s. 342] (g) establishing penalties for any failure by members to comply with the by-laws, rules and orders made under the by-laws, except by-laws made under paragraph (k), including penalties that provide for the payment of interest or the making of restitution and procedures in respect of the imposition of those penalties; (h) respecting the authenticity and integrity of payment items and messages; (i) respecting the identification and authentication of members and other persons; (i.1) prescribing classes of members of the Stakeholder Advisory Council for the purposes of subsection 21.2(7); (j) limiting the liability of the Association, its members, its employees and other persons for any loss or damage suffered by a member as a result of anything done or omitted to be done in good faith in the administration or discharge of any powers or duties that under a by-law or a rule are intended or authorized to be exercised or performed; and (k) respecting the internal administration of the business of the Association, including (i) the procedures for all business that is conducted at meetings of the Board, the Board’s committees, the Stakeholder Advisory Council or the Member Advisory Council, (ii) the remuneration of directors referred to in paragraph 8(1)(d) and of individuals referred to in subsection 21.2(7), (ii.1) the payment of reasonable travel and living expenses incurred by members of the Stakeholder Advisory Council, and (iii) the procedures for the nomination, selection and appointment of individuals to be members of the Stakeholder Advisory Council or the Member Advisory Council. Approval (2) A by-law, except a by-law made under paragraph (1)(k), shall not come into force unless it is approved by the Minister and, once approved, copies of it must be sent by the President to every member. Notice (3) The President shall notify the Minister of the making of a by-law under paragraph (1)(k) and shall send copies of the by-law to every member. (4) [Repealed, 2014, c. 39, s. 342] R.S., 1985, c. C-21, s. 18; 2001, c. 9, s. 233; 2007, c. 6, s. 429; 2012, c. 5, s. 208; 2014, c. 39, s. 342 2019, c. 29, s. 95 2024, c. 15, s. 222
Canadian Payments Act — C-21 19
Rules 19 (1) Subject to the by-laws, the Board may make any rules that it considers advisable for the attainment of the objects of the Association, including rules (a) respecting payment items acceptable for exchange, clearing or settlement; (b) establishing standards and procedures in respect of the exchange and clearing of payment items; (b.1) respecting the destruction of payment items; (c) respecting settlements and related matters; (d) respecting the authenticity and integrity of payment items and messages; and (e) respecting the identification and authentication of members and other persons. (2) [Repealed, 2014, c. 39, s. 344] Rules to be available (3) The Association shall make a copy of every rule available to members in the manner determined by the President. Copies of rules to be sent to Minister (4) A copy of every rule shall be sent to the Minister within ten days after it is made. R.S., 1985, c. C-21, s. 19; 2001, c. 9, ss. 234, 245(E); 2007, c. 6, s. 430; 2014, c. 39, s. 344
Canadian Payments Act — C-21 19.1
Statements of principle and standards 19.1 Subject to the by-laws and rules, the Board may make any statements of principle and standards that it considers advisable for the attainment of the objects of the Association. 2001, c. 9, s. 235; 2014, c. 39, s. 345
Canadian Payments Act — C-21 19.2
Effective date of rule 19.2 (1) A rule, including an amendment to or a repeal of a rule, made under subsection 19(1) shall not come into force before the thirtieth day after a copy of it is sent to the Minister in accordance with subsection 19(4), but the Minister may declare the rule to be in force at any time before that period expires. Extension of time (2) If the Minister is of the opinion that an extension of the period mentioned in subsection (1) is necessary to permit adequate review of a rule, the Minister may within 10 days after its receipt, on written notice to the sender of the rule, extend that period by up to 30 days. Minister’s disallowance (3) The Minister may disallow the whole or a part of a rule. 2001, c. 9, s. 235
Canadian Payments Act — C-21 19.3
Directives by Minister 19.3 (1) If the Minister is of the opinion that it is in the public interest to do so, the Minister may issue a written directive to the Association, including a directive to make, amend or repeal a by-law, rule or standard. Consultation (2) Before a directive is given to the Association, the Minister shall consult the Board, and may consult any interested party, with respect to the content and effect of the directive. If the directive relates to the operation of a clearing and settlement system designated under subsection 4(1) of the Payment Clearing and Settlement Act , the Minister shall also consult the Governor of the Bank of Canada. Notification of implementation (3) As soon as is practicable after implementing a directive and completing any action required to be taken in connection with it, the Association shall notify the Minister that the directive has been implemented and the action completed. Directive not statutory instrument (4) A directive is not a statutory instrument for the purposes of the Statutory Instruments Act . However, it must be published in the Canada Gazette . Implementation (5) The Board shall ensure that a directive is implemented in a prompt and efficient manner. Duty to comply (6) Every director, officer and employee of the Association shall comply with any directive given to the Association. 2001, c. 9, s. 235; 2014, c. 39, s. 346
Canadian Payments Act — C-21 19.4
Request by Minister 19.4 For the purpose of the administration of this Part, the Association shall provide the Minister with such information and documents as the Minister may from time to time request. 2001, c. 9, s. 235
Canadian Payments Act — C-21 19.5
Notice of developments 19.5 The President shall, as soon as feasible, notify the Minister of any financial or other developments that have or are likely to have a material adverse effect on the business of the Association. 2014, c. 39, s. 347
Canadian Payments Act — C-21 20
Nominating committee 20 (1) The Board shall establish a nominating committee to identify and propose qualified candidates for the election of directors. Composition (2) The nominating committee shall consist of elected directors, a majority of whom shall be directors referred to in paragraph 8(1)(d). Representative character (3) When the nominating committee is identifying qualified candidates for the election of directors referred to in paragraph 8(1)(c), it shall endeavour to identify candidates that are broadly representative of the diversity of the membership of the Association. R.S., 1985, c. C-21, s. 20; 2001, c. 9, ss. 237(E), 245(E); 2007, c. 6, s. 431(F); 2014, c. 39, s. 347 2024, c. 15, s. 223(F)
Canadian Payments Act — C-21 21
Other committees 21 The Board may, subject to the regulations, establish other committees consisting of such individuals as the Board considers appropriate. R.S., 1985, c. C-21, s. 21; 2001, c. 9, s. 238 2024, c. 15, s. 224
Canadian Payments Act — C-21 21.1
Powers and duties 21.1 Subject to the by-laws, the Board may delegate to its committees such powers and duties as the Board considers appropriate. 2001, c. 9, s. 238
Canadian Payments Act — C-21 21.2
Stakeholder Advisory Council 21.2 (1) There shall be a Stakeholder Advisory Council consisting of individuals who are independent of the Association and of its members and are appointed by the Board in consultation with the Minister. Object (2) The object of the Council is to provide counsel and advice to the Board on payment and clearing and settlement matters and any other matter relating to the objects of the Association. (3) [Repealed, 2019, c. 29, s. 96] (4) [Repealed, 2019, c. 29, s. 96] Representative character (5) The Council shall be broadly representative of users and payment service providers that are not members of the Association. (6) [Repealed, 2019, c. 29, s. 96] Remuneration (7) The Association may pay the remuneration that is fixed by by-law to the following individuals: (a) any member of the Council that falls within a class prescribed by by-laws; and (b) any individual who represents the interests of such a member or who is represented by such a member. Travel and living expenses (8) The members of the Council may be paid by the Association any reasonable travel and living expenses incurred by them when engaged on the business of the Council while absent from their ordinary places of residence. 2001, c. 9, s. 238; 2007, c. 6, s. 432(F); 2014, c. 39, s. 349 2019, c. 29, s. 96 2024, c. 15, s. 225
Canadian Payments Act — C-21 21.3
Report of Council 21.3 The Chairperson of the Stakeholder Advisory Council shall, as soon as feasible after the end of each fiscal year, submit a report on its activities in that fiscal year to the Board. 2014, c. 39, s. 350
Canadian Payments Act — C-21 21.4
Member Advisory Council 21.4 (1) There shall be a Member Advisory Council consisting of individuals appointed by the Board. Object (2) The object of the Council is to provide counsel and advice to the Board on the Association’s operation of clearing and settlement systems, the interaction of those systems with other systems involved in the exchange, clearing or settlement of payments and the development of new technologies. Representative character (3) The Council shall be broadly representative of the diversity of the membership of the Association. 2014, c. 39, s. 350 2024, c. 15, s. 226
Canadian Payments Act — C-21 22
Budgets 22 (1) In each year, the Board shall cause an operating budget and a budget setting out proposed capital expenditures of the Association to be prepared. Consultation (2) The Board shall consult the members before establishing the operating budget and capital expenditures budget. R.S., 1985, c. C-21, s. 22; 2014, c. 39, s. 351
Canadian Payments Act — C-21 23
Corporate plan 23 (1) In each year, the Board shall, within the time prescribed by the regulations, submit to the Minister for approval a five-year corporate plan for the Association. Contents of corporate plan (2) The corporate plan shall include (a) the Association’s objectives; (b) the strategies that the Association intends to use to achieve its objectives, including operational, financial and human resource strategies; (c) the Association’s expected performance over the five-year period; (d) the Association’s operating and capital expenditures budgets; (e) any material changes that have occurred in respect of information provided in the previous corporate plan; and (f) any other information that the Minister may require. R.S., 1985, c. C-21, s. 23; 2014, c. 39, s. 351
Canadian Payments Act — C-21 24
Annual report 24 (1) The Board shall, within the time prescribed by the regulations, prepare a report on the Association’s operations for each fiscal year and the Association shall publish it on its Internet site. Contents (2) The report shall include (a) the financial statements of the Association and the report of the auditor; (b) an evaluation of the Association’s performance with respect to the objectives established in the corporate plan; (c) the annual report of the Stakeholder Advisory Council; and (d) a statement of the Association’s priorities for the following fiscal year. R.S., 1985, c. C-21, s. 24; 2007, c. 6, s. 433(F); 2014, c. 39, s. 351
Canadian Payments Act — C-21 25
Annual meeting 25 The Board shall call an annual meeting of members not later than six months after the end of each fiscal year of the Association for the purpose of (a) receiving the financial statements of the Association for the preceding fiscal year and the report of the auditor respecting those statements; (b) electing directors; and (c) considering any other matter respecting the operations of the Association. R.S., 1985, c. C-21, s. 25; 2014, c. 39, s. 352
Canadian Payments Act — C-21 26
Appointment of auditor 26 (1) The members of the Association shall, at each annual meeting, appoint an auditor to hold office until the close of the next annual meeting. Remuneration (2) The remuneration of the auditor may be fixed by resolution at the annual meeting of members. However, if the remuneration of the auditor is not fixed at the annual meeting, the Board may do so. (3) [Repealed, 2014, c. 39, s. 353] R.S., 1985, c. C-21, s. 26; 2014, c. 39, s. 353
Canadian Payments Act — C-21 27
Fiscal year 27 The fiscal year of the Association is the calendar year. R.S., 1985, c. C-21, s. 27; 2001, c. 9, s. 239
Canadian Payments Act — C-21 28
Electronic meetings 28 (1) Subject to the by-laws, a meeting of the Board or of a committee of the Board, a meeting of the members or a meeting of the Stakeholder Advisory Council or Member Advisory Council may be held by means of any telephonic, electronic or other communications facilities that permit all persons participating in the meeting to communicate adequately with each other during the meeting. Deemed present (2) A person participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Part to be present at the meeting. (3) [Repealed, 2001, c. 9, s. 239] R.S., 1985, c. C-21, s. 28; R.S., 1985, c. 18 (3rd Supp.), s. 34; 2001, c. 9, s. 239; 2014, c. 39, s. 354
Canadian Payments Act — C-21 29
Members 29 Members may present payment items and shall accept and arrange for settlement of payment items in accordance with the by-laws and the rules. 1980-81-82-83, c. 40, s. 83