GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 409.1
Definition of senior officer 409.1 For the purposes of this Part, a senior officer of a body corporate is a person who is (a) a director of the body corporate who is a full-time employee of the body corporate; (b) the chief executive officer, chief operating officer, president, secretary, treasurer, controller, chief financial officer, chief accountant, chief auditor or chief actuary of the body corporate; (c) a natural person who performs functions for the body corporate similar to those performed by a person referred to in paragraph (b); (d) the head of the strategic planning unit of the body corporate; (e) the head of the unit of the body corporate that provides legal services or human resources services to the body corporate; or (f) any other officer reporting directly to the body corporate’s board of directors, chief executive officer or chief operating officer. 1997, c. 15, s. 150
Cooperative Credit Associations Act — C-41.01 411
Non-application of Part 411 (1) This Part does not apply in respect of any transaction entered into prior to the coming into force of this Part but, after the coming into force of this Part, any modification of, addition to, or renewal or extension of a prior transaction is subject to this Part. Idem (2) This Part does not apply in respect of (a) the issue of shares of any class of shares of an association when fully paid for in money or when issued (i) in accordance with any provisions for the conversion of other issued and outstanding securities of the association into shares of that class of shares, (ii) as a share dividend, (ii.1) in exchange for shares of a body corporate that has been continued as an association under Part III, (iii) in accordance with the terms of an amalgamation under Part VII, (iii.1) by way of consideration in accordance with the terms of a sale agreement under Part VII, or (iv) with the approval in writing of the Superintendent, in exchange for shares of another body corporate; (b) the payment of dividends by an association; or (c) transactions that consist of the payment or provision by an association to persons who are related parties of the association of salaries, fees, stock options, pension benefits, incentive benefits or other benefits or remuneration in their capacity as directors, officers or employees of the association. Exception (3) Nothing in paragraph (2)(c) exempts from the application of this Part the payment by an association of fees or other remuneration to a person for (a) the provision of services referred to in paragraph 419(1)(a); or (b) duties outside the ordinary course of business of the association. Exception for holding body corporate (4) Subject to subsection (5), a holding body corporate of an association is not a related party of the association. Holding body corporate of a retail association (5) Unless the regulations provide otherwise, a holding body corporate of a retail association is a related party of the retail association. Substantial investment — related party exception (6) If a holding body corporate of an association is, because of subsection (4), not a related party of the association, any entity in which the holding body corporate has a substantial investment is not a related party of the association if no related party of the association has a substantial investment in the entity otherwise than through the control of the holding body corporate. 1991, c. 48, s. 411; 2001, c. 9, s. 316
Cooperative Credit Associations Act — C-41.01 412
Meaning of transaction 412 (1) For the purposes of this Part, entering into a transaction with a related party of an association includes (a) making a guarantee on behalf of the related party; (b) making an investment in any securities of the related party; (c) taking an assignment of or otherwise acquiring a loan made by a third party to the related party; and (d) taking a security interest in the securities of the related party. Interpretation (2) For the purposes of this Part, the fulfilment of an obligation under the terms of any transaction, including the payment of interest on a loan or deposit, is part of the transaction, and not a separate transaction. Meaning of loan (3) For the purposes of this Part, loan includes a deposit, a financial lease, a conditional sales contract, a repurchase agreement and any other similar arrangement for obtaining funds or credit, but does not include investments in securities or the making of an acceptance, endorsement or other guarantee. Security of a related party (4) For the purposes of this Part, security of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time. 1991, c. 48, s. 412; 2007, c. 6, s. 177
Cooperative Credit Associations Act — C-41.01 413
Prohibited transactions 413 (1) Except as provided in this Part, an association shall not, directly or indirectly, enter into any transaction with a related party of the association. Transaction of entity (2) Without limiting the generality of subsection (1), an association is deemed to have indirectly entered into a transaction in respect of which this Part applies where the transaction is entered into by an entity that is controlled by the association. Exception (3) Subsection (2) does not apply where an entity that is controlled by an association is a financial institution incorporated or formed under the laws of a province and is subject to regulation and supervision, satisfactory to the Minister, regarding transactions with related parties of the association. Idem (4) Subsection (2) does not apply in respect of transactions entered into by an entity that is controlled by an association if the transaction is a prescribed transaction or is one of a class of prescribed transactions.
Cooperative Credit Associations Act — C-41.01 414
Nominal value transactions 414 Notwithstanding anything in this Part, an association may enter into a transaction with a related party of the association if the value of the transaction is nominal or immaterial to the association when measured by criteria that have been established by the conduct review committee of the association and approved in writing by the Superintendent.
Cooperative Credit Associations Act — C-41.01 415
Secured loans 415 An association may make a loan to or a guarantee on behalf of a related party of the association or take an assignment of or otherwise acquire a loan to a related party of the association if (a) the loan or guarantee is fully secured by securities of or guaranteed by the Government of Canada or the government of a province; or (b) the loan is a loan made to a related party who is a natural person on the security of a mortgage of the principal residence of that related party.
Cooperative Credit Associations Act — C-41.01 416
Deposits 416 An association may enter into a transaction with a related party of the association if the transaction consists of a deposit by the association with a financial institution that is a direct clearer or a member of a clearing group under the by-laws of the Canadian Payments Association and the deposit is made for clearing purposes.
Cooperative Credit Associations Act — C-41.01 417
Borrowing, etc., from related party 417 An association may borrow money from, take deposits from, or issue debt obligations to, a related party of the association.
Cooperative Credit Associations Act — C-41.01 418
Acquisition of assets 418 (1) An association may purchase or otherwise acquire from a related party of the association (a) securities of, or securities guaranteed by, the Government of Canada or the government of a province; (b) assets fully secured by securities of, or securities guaranteed by, the Government of Canada or the government of a province; or (c) goods for use in the ordinary course of business. Sale of assets (2) Subject to section 406, an association may sell any assets of the association to a related party of the association if (a) the consideration for the assets is fully paid in money; and (b) there is an active market for those assets. Asset transactions with financial institutions (3) Notwithstanding any of the provisions of subsections (1) and (2), an association may, in the normal course of business and pursuant to arrangements that have been approved by the Superintendent in writing, acquire or dispose of any assets, other than real property, from or to a related party of the association that is a financial institution. Asset transactions in restructuring (3.1) Despite any of the provisions of subsections (1) and (2), an association may acquire any assets from, or dispose of any assets to, a related party of the association as part of, or in the course of, a restructuring, if the acquisition or disposition has been approved in writing by the Superintendent. Goods or space for use in business (4) An association may lease assets (a) from a related party of the association for use in the ordinary course of business of the association, or (b) to a related party of the association, if the lease payments are made in money. Approval under section 233.5 (5) An association may acquire any assets from, or dispose of any assets to, a related party of the association under a sale agreement that is approved by the Minister under section 233.5. 1991, c. 48, s. 418; 2001, c. 9, s. 317; 2007, c. 6, s. 178
Cooperative Credit Associations Act — C-41.01 419
Services 419 (1) An association may enter into a transaction with a related party of the association if the transaction (a) subject to subsection (2), consists of a written contract for the purchase by the association of services used in the ordinary course of business; (a.1) in the case of a retail association, involves, subject to subsection (4), the provision of services, other than loans or guarantees, normally provided to the public by the association in the ordinary course of business; (b) consists of a written contract with a financial institution or an entity in which the association is permitted to have a substantial investment pursuant to section 390 that is a related party of the association (i) for the networking of any services provided by the association or the financial institution or entity, or (ii) for the referral of any person by the association to the financial institution or entity, or for the referral of any person by the financial institution or entity to the association; (c) consists of a written contract for such pension or benefit plans or their management or administration as are incidental to directorships or to the employment of officers or employees of the association or its subsidiaries; or (d) involves the provision by the association of management, advisory, accounting, information processing or other services in relation to any business of the related party. Order concerning management by employees (2) Where an association has entered into a contract pursuant to paragraph (1)(a) and the contract, when taken together with all other such contracts entered into by the association, results in all or substantially all of the management functions of the association being exercised by persons who are not employees of the association, the Superintendent may, by order, if the Superintendent considers that result to be inappropriate, require the association, within such time as may be specified in the order, to take all steps necessary to ensure that management functions that are integral to the carrying on of business by the association are exercised by employees of the association to the extent specified in the order. Exception (3) Despite subsection 413(2), an association is deemed not to have indirectly entered into a transaction in respect of which this Part applies if the transaction is entered into by an entity that is controlled by the association and the business of which is limited to the activity referred to in paragraph 390(2)(c) and the transaction is on terms and conditions at least as favourable to the association as market terms and conditions, as defined in subsection 425(2). Loans or guarantees not included (4) The provision of services, for the purposes of paragraph (1)(a.1), does not include the making of loans or guarantees. 1991, c. 48, s. 419; 1997, c. 15, s. 152; 2001, c. 9, s. 318; 2007, c. 6, s. 179
Cooperative Credit Associations Act — C-41.01 421
Board approval required 421 (1) Except with the concurrence of at least two thirds of the directors present at a meeting of the board of directors of the association, an association shall not, with respect to a related party of the association referred to in subsection 420(1), (a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 422, (b) make a guarantee on behalf of the related party, or (c) make an investment in the securities of the related party if, immediately following the transaction, the aggregate of (d) the principal amount of all outstanding loans to the related party that are held by the association and its subsidiaries, other than (i) loans referred to in paragraph 415(b), and (ii) where the related party is a full-time senior officer of the association, loans to the related party that are permitted by subsection 420(2), (e) the sum of all outstanding amounts guaranteed by the association and its subsidiaries on behalf of the related party, and (f) where the related party is an entity, the book value of all investments by the association and its subsidiaries in the securities of the entity would exceed 2 per cent of the regulatory capital of the association. Limit on transactions with directors, officers and their interests (2) An association shall not, with respect to a related party of the association referred to in subsection 420(1), (a) make, take an assignment of or otherwise acquire a loan to the related party, including a margin loan referred to in section 422, (b) make a guarantee on behalf of the related party, or (c) make an investment in the securities of the related party if, immediately following the transaction, the aggregate of (d) the principal amount of all outstanding loans to all related parties of the association referred to in subsection 420(1) that are held by the association and its subsidiaries, other than (i) loans referred to in section 415, and (ii) loans permitted by subsection 420(2), (e) the sum of all outstanding amounts guaranteed by the association and its subsidiaries on behalf of all related parties of the association referred to in subsection 420(1), and (f) the book value of all investments by the association and its subsidiaries in the securities of all entities that are related parties of the association referred to in subsection 420(1) would exceed 50 per cent of the regulatory capital of the association. Exclusion of de minimis transactions (3) Loans, guarantees and investments that are referred to in section 414 shall not be included in calculating the aggregate of loans, guarantees and investments referred to in subsections (1) and (2). 1991, c. 48, s. 421; 1997, c. 15, s. 154
Cooperative Credit Associations Act — C-41.01 422
Margin loans 422 The Superintendent may establish terms and conditions with respect to the making by an association of margin loans to a director or senior officer of the association. 1991, c. 48, s. 422; 1997, c. 15, s. 155; 2001, c. 9, s. 320
Cooperative Credit Associations Act — C-41.01 423
Exemption by order 423 (1) An association may enter into a transaction with a related party of the association if the Superintendent, by order, has exempted the transaction from the provisions of section 413. Conditions for order (2) The Superintendent shall not make an order referred to in subsection (1) unless the Superintendent is satisfied that the decision of the association to enter into the transaction has not been and is not likely to be influenced in any significant way by a related party of the association and does not involve in any significant way the interests of a related party of the association. 1991, c. 48, s. 423; 1996, c. 6, s. 56
Cooperative Credit Associations Act — C-41.01 424
Prescribed transactions 424 An association may enter into a transaction with a related party of the association if the transaction is a prescribed transaction or one of a class of prescribed transactions.
Cooperative Credit Associations Act — C-41.01 425
Market terms and conditions 425 (1) Except as provided in subsections 420(4) and (5), any transaction entered into with a related party of the association shall be on terms and conditions that are at least as favourable to the association as market terms and conditions. Meaning of market terms and conditions (2) For the purposes of subsection (1), market terms and conditions means (a) in respect of a service or a loan facility or a deposit facility offered to the public by the association in the ordinary course of business, terms and conditions that are no more or less favourable than those offered to the public by the association in the ordinary course of business; and (b) in respect of any other transaction, (i) terms and conditions, including those relating to price, rent or interest rate, that might reasonably be expected to apply in a similar transaction in an open market under conditions requisite to a fair transaction between parties who are at arm’s length and who are acting prudently, knowledgeably and willingly, or (ii) if the transaction is one that would not reasonably be expected to occur in an open market between parties who are at arm’s length, terms and conditions, including those relating to price, rent or interest rate, that would reasonably be expected to provide the association with fair value, having regard to all the circumstances of the transaction, and that would be consistent with the parties to the transaction acting prudently, knowledgeably and willingly. 1991, c. 48, s. 425; 2001, c. 9, s. 321
Cooperative Credit Associations Act — C-41.01 426 and 427
426 and 427 [Repealed, 1997, c. 15, s. 156]
Cooperative Credit Associations Act — C-41.01 428
Association obligation 428 (1) Where, in respect of any proposed transaction permitted by this Part, other than those referred to in section 414, an association has reason to believe that the other party to the transaction is a related party of the association, the association shall take all reasonable steps to obtain from the other party full disclosure, in writing, of any interest or relationship, direct or indirect, that would make the other party a related party of the association. Reliance on information (2) An association and any person who is a director or an officer, employee or agent of the association may rely on any information contained in any disclosure received by the association pursuant to subsection (1) or any information otherwise acquired in respect of any matter that might be the subject of such a disclosure and no action lies against the association or any such person for anything done or omitted in good faith in reliance on any such information.
Cooperative Credit Associations Act — C-41.01 429
Notice to Superintendent 429 If an association has entered into a transaction that the association is prohibited by this Part from entering into, or an association has entered into a transaction for which approval is required under subsection 421(1) without having obtained the approval, the association shall, on becoming aware of that fact, notify the Superintendent without delay. 1991, c. 48, s. 429; 1997, c. 15, s. 157
Cooperative Credit Associations Act — C-41.01 430
Voidable contracts 430 (1) If an association enters into a transaction that it is prohibited from entering into by this Part, the association or the Superintendent may apply to a court for an order setting aside the transaction or for any other appropriate remedy, including an order directing that the related party of the association involved in the transaction account to the association for any profit or gain realized or that any director or senior officer of the association who authorized the transaction compensate the association for any loss or damage incurred by the association. Time limit (2) An application under subsection (1) in respect of a particular transaction may only be made within the period of three months following the day the notice referred to in section 429 in respect of the transaction is given to the Superintendent or, if no such notice is given, the day the Superintendent becomes aware of the transaction. Certificate (3) For the purposes of subsection (2), a document purporting to have been issued by the Superintendent, certifying the day on which the Superintendent became aware of the transaction, shall, in the absence of evidence to the contrary, be received in evidence as conclusive proof of that fact without proof of the signature or of the official character of the person appearing to have signed the document and without further proof. 1991, c. 48, s. 430; 2001, c. 9, s. 322
Cooperative Credit Associations Act — C-41.01 431
Required information 431 An association shall provide the Superintendent with such information, at such times and in such form as the Superintendent may require.
Cooperative Credit Associations Act — C-41.01 432
Names of directors and auditors 432 (1) An association shall, within thirty days after each annual meeting of the association, provide the Superintendent with a return showing (a) the name, residence and citizenship of each director holding office immediately following the meeting; (b) the mailing address of each director holding office immediately following the meeting; (c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member; (d) the names of the directors referred to in paragraph (a) who are officers or employees of the association or any subsidiary of the association, and the positions they occupy; (e) the name of each committee of the association on which each director referred to in paragraph (a) serves; (f) the date of expiration of the term of each director referred to in paragraph (a); and (g) the name, address and date of appointment of the auditor of the association. Changes (2) Where (a) any information relating to a director or auditor of an association shown in the latest return made to the Superintendent under subsection (1), other than information referred to in paragraph (1)(c), becomes inaccurate or incomplete, (b) a vacancy in the position of auditor of the association occurs or is filled by another person, or (c) a vacancy on the board of directors of the association occurs or is filled, the association shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.
Cooperative Credit Associations Act — C-41.01 433
Copy of by-laws 433 An association shall send to the Superintendent within thirty days after the coming into effect of a by-law or an amendment to a by-law, a copy of the by-law or amendment. 1991, c. 48, s. 433; 2001, c. 9, s. 325