GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 313
Auditor of subsidiaries 313 (1) An association shall take all necessary steps to ensure that its auditor is duly appointed as the auditor of each of its subsidiaries. Subsidiary outside Canada (2) Subsection (1) applies in the case of a subsidiary that carries on its operations in a country other than Canada unless the laws of that country do not permit the appointment of the auditor of the association as the auditor of that subsidiary. Exception (3) Subsection (1) does not apply in respect of any particular subsidiary where the association, after having consulted its auditor, is of the opinion that the total assets of the subsidiary are not a material part of the total assets of the association.
Cooperative Credit Associations Act — C-41.01 314
Auditor’s attendance 314 (1) The auditor of an association is entitled to receive notice of every meeting of the audit committee and the conduct review committee of the association and, at the expense of the association, to attend and be heard at those meetings. Attendance (2) If so requested by a member of the audit committee, the auditor shall attend every meeting of the audit committee held during the member’s term of office. 1991, c. 48, s. 314; 1993, c. 34, s. 53(F)
Cooperative Credit Associations Act — C-41.01 315
Calling meeting 315 (1) The auditor of an association or a member of the audit committee may call a meeting of the audit committee. Right to interview (2) The chief internal auditor of an association or any officer or employee of the association acting in a similar capacity shall, at the request of the auditor of the association and on receipt of reasonable notice, meet with the auditor.
Cooperative Credit Associations Act — C-41.01 316
Notice of errors 316 (1) A director or an officer of an association shall forthwith notify the audit committee and the auditor of the association of any error or misstatement of which the director or officer becomes aware in an annual statement or other financial statement on which the auditor or any former auditor has reported. Error noted by auditor (2) If the auditor or a former auditor of an association is notified or becomes aware of an error or misstatement in an annual statement or other financial statement on which the auditor reported and in the auditor’s opinion the error or misstatement is material, the auditor or former auditor shall inform each director and the chief executive officer of the association accordingly. Duty of directors (3) When under subsection (2) the auditor or a former auditor of an association informs the directors of an error or misstatement in an annual statement or other financial statement, the directors shall (a) prepare and issue a revised annual statement or financial statement; or (b) otherwise inform the members and the Superintendent of the error or misstatement.
Cooperative Credit Associations Act — C-41.01 317
Qualified privilege for statements 317 Any oral or written statement or report made under this Act by the auditor or a former auditor of an association has qualified privilege.
Cooperative Credit Associations Act — C-41.01 318
Derivative action 318 (1) Subject to subsection (2), a complainant or the Superintendent may apply to a court for leave to bring an action under this Act in the name and on behalf of an association or any of its subsidiaries, or to intervene in an action under this Act to which the association or a subsidiary of the association is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the association or the subsidiary. Conditions precedent (2) No action may be brought and no intervention in an action may be made under subsection (1) by a complainant unless the court is satisfied that (a) the complainant has, not less than 14 days before bringing the application or as otherwise ordered by the court, given notice to the directors of the association or the association’s subsidiary of the complainant’s intention to apply to the court under subsection (1) if the directors of the association or the association’s subsidiary do not bring, diligently prosecute or defend or discontinue the action; (b) the complainant is acting in good faith; and (c) it appears to be in the interests of the association or the subsidiary that the action be brought, prosecuted, defended or discontinued. Notice to Superintendent (3) A complainant under subsection (1) shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application. 1991, c. 48, s. 318; 2005, c. 54, s. 201
Cooperative Credit Associations Act — C-41.01 319
Powers of court 319 (1) In connection with an action brought or intervened in under subsection 318(1), the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order authorizing the Superintendent, the complainant or any other person to control the conduct of the action; (b) an order giving directions for the conduct of the action; (c) an order directing that any amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to former and present members or security holders of the association or of the subsidiary instead of to the association or to the subsidiary; and (d) an order requiring the association or the subsidiary to pay reasonable legal fees incurred by the Superintendent or the complainant in connection with the action. Jurisdiction (2) Notwithstanding subsection (1), the court may not make any order in relation to any matter that would, under this Act, require the approval of the Minister or the Superintendent.
Cooperative Credit Associations Act — C-41.01 320
Status of approval 320 (1) An application made or an action brought or intervened in under subsection 318(1) or section 322 need not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the association or its subsidiary has been or might be approved by the members or shareholders of the association or subsidiary, but evidence of approval by the members or shareholders may be taken into account by the court in making an order under section 319. Court approval to discontinue (2) An application made or an action brought or intervened in under subsection 318(1) or section 322 shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.
Cooperative Credit Associations Act — C-41.01 321
No security for costs 321 (1) A complainant is not required to give security for costs in any application made or any action brought or intervened in under subsection 318(1) or section 322. Interim costs (2) In an application made or an action brought or intervened in under subsection 318(1) or section 322, the court may at any time order the association or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable by the court for those interim costs on final disposition of the application or action. 1991, c. 48, s. 321; 2005, c. 54, s. 202(F)
Cooperative Credit Associations Act — C-41.01 322
Application to rectify records 322 (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the securities register, the members register or any other record of an association, the association, any member or security holder of the association or any aggrieved person may apply to a court for an order that the register or record be rectified. Notice to Superintendent (2) An applicant under this section shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application. Powers of court (3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order requiring the register or other record of the association to be rectified; (b) an order restraining an association from calling or holding a meeting or paying a dividend before the rectification; (c) an order determining the right of a party to the proceedings to have the party’s name entered or retained in, or deleted or omitted from, the registers or records of the association, whether the issue arises between two or more members or security holders or alleged members or security holders, or between the association and any member or security holder or alleged member or security holder; and (d) an order compensating a party who has incurred a loss.
Cooperative Credit Associations Act — C-41.01 323
Definition of court 323 For the purposes of subsections 330(1) and 331(1) and (2), sections 332 to 336, subsection 337(1), sections 339 and 341 to 343, subsections 347(3) and (4) and section 352, court means a court having jurisdiction in the place where the association has its head office.
Cooperative Credit Associations Act — C-41.01 324
Application of subsection (2) and sections 325 to 352 324 (1) Subsection (2) and sections 325 to 352 do not apply to an association that is insolvent within the meaning of the Winding-up and Restructuring Act . Staying proceedings on insolvency (2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve an association shall be stayed if the association is at any time found to be insolvent within the meaning of the Winding-up and Restructuring Act . 1991, c. 48, s. 324; 1996, c. 6, s. 167
Cooperative Credit Associations Act — C-41.01 325
Returns to Superintendent 325 A liquidator appointed under this Part to wind up the business of an association shall provide the Superintendent with such information relating to the business and affairs of the association in such form as the Superintendent requires.
Cooperative Credit Associations Act — C-41.01 326
No property and no liabilities 326 (1) An association that has no property and no liabilities may, if authorized by a special resolution of the members, apply to the Minister for letters patent dissolving the association. Dissolution by letters patent (2) Where the Minister has received an application under subsection (1) and is satisfied that all the circumstances so warrant, the Minister may issue letters patent dissolving the association. Effect of letters patent (3) An association in respect of which letters patent are issued under subsection (2) ceases to exist on the day stated in the letters patent.
Cooperative Credit Associations Act — C-41.01 327
Proposing liquidation 327 (1) The voluntary liquidation and dissolution of an association, other than an association referred to in subsection 326(1), (a) may be proposed by its directors; or (b) may be initiated by way of a proposal made by a member. Terms must be set out (2) A notice of any meeting of members at which the voluntary liquidation and dissolution of an association is to be proposed shall set out the terms of the proposal.
Cooperative Credit Associations Act — C-41.01 328
Resolution 328 Where the voluntary liquidation and dissolution of an association is proposed, the association may apply to the Minister for letters patent dissolving the association if authorized by a special resolution of the members and, where the association has issued one or more classes of shares, a special resolution of each class of shareholders.
Cooperative Credit Associations Act — C-41.01 329
Approval of Minister required 329 (1) No action directed toward the voluntary liquidation and dissolution of an association shall be taken by an association, other than as provided in sections 327 and 328, until an application made by the association pursuant to section 328 has been approved by the Minister. Conditional approval (2) Where the Minister is satisfied on the basis of an application made pursuant to section 328 that the circumstances warrant the voluntary liquidation and dissolution of an association, the Minister may, by order, approve the application. Effect of approval (3) Where the Minister has approved an application made pursuant to section 328 with respect to an association, the association shall not carry on business except to the extent necessary to complete its voluntary liquidation. Liquidation process (4) Where the Minister has approved an application made pursuant to section 328 with respect to an association, the association shall (a) cause notice of the approval to be sent to each known claimant against and creditor of the association; (b) publish notice of the approval once a week for four consecutive weeks in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the association transacted any business within the preceding twelve months; (c) proceed to collect its property, dispose of property that is not to be distributed in kind to its members, discharge all its obligations and do all other acts required to liquidate its business; and (d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its members according to their respective rights.
Cooperative Credit Associations Act — C-41.01 330
Dissolution instrument 330 (1) Unless a court has made an order in accordance with subsection 331(1), the Minister may, if satisfied that the association has complied with subsection 329(4) and that all the circumstances so warrant, issue letters patent dissolving the association. Association dissolved (2) An association in respect of which letters patent are issued under subsection (1) is dissolved and ceases to exist on the day stated in the letters patent.
Cooperative Credit Associations Act — C-41.01 331
Application for court supervision 331 (1) The Superintendent or any interested person may, at any time during the liquidation of an association, apply to a court for an order for the continuance of the voluntary liquidation under the supervision of the court in accordance with this section and sections 332 to 344 and on such application the court may so order and make any further order it thinks fit. Idem (2) An application under subsection (1) to a court to supervise a voluntary liquidation shall state the reasons, verified by an affidavit of the applicant, why the court should supervise the liquidation. Notice to Superintendent (3) Where a person, other than the Superintendent, makes an application under subsection (1), the person shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.
Cooperative Credit Associations Act — C-41.01 332
Court supervision thereafter 332 (1) When a court makes an order under subsection 331(1), the liquidation of the association shall continue under the supervision of the court. Commencement of liquidation (2) The supervision of the liquidation of an association by the court pursuant to an order made under subsection 331(1) commences on the day the order is made.
Cooperative Credit Associations Act — C-41.01 333
Powers of court 333 In connection with the liquidation and dissolution of an association, the court may, where it is satisfied that the association is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order to liquidate; (b) an order appointing a liquidator, with or without security, fixing a liquidator’s remuneration and replacing a liquidator; (c) an order appointing inspectors or referees, specifying their powers, fixing their remuneration and replacing inspectors or referees; (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (e) an order determining the validity of any claims made against the association; (f) an order, at any stage of the proceedings, restraining the directors and officers of the association from (i) exercising any of their powers, or (ii) collecting or receiving any debt or other property of the association, and from paying out or transferring any property of the association, except as permitted by the court; (g) an order determining and enforcing the duty or liability of any present or former director, officer, member or shareholder (i) to the association, or (ii) for an obligation of the association; (h) an order approving the payment, satisfaction or compromise of claims against the association and the retention of assets for that purpose, and determining the adequacy of provisions for the payment, discharge or transfer of any obligation of the association, whether liquidated, unliquidated, future or contingent; (i) with the concurrence of the Superintendent, an order providing for the disposal or destruction of the documents, records or registers of the association; (j) on the application of a creditor, an inspector or the liquidator, an order giving directions on any matter arising in the liquidation; (k) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator; (l) subject to sections 340 to 342, an order approving any proposed, interim or final distribution to members, in money or in property; (m) an order disposing of any property belonging to members, shareholders or creditors who cannot be found; (n) on the application of any director, officer, member, shareholder, creditor or the liquidator, (i) an order staying the liquidation proceedings on such terms and conditions as the court thinks fit, (ii) an order continuing or discontinuing the liquidation proceedings, or (iii) an order to the liquidator to restore to the association all of its remaining property; and (o) after the liquidator has rendered the liquidator’s final account to the court, an order directing the association to apply to the Minister for letters patent dissolving the association. 1991, c. 48, s. 333; 2005, c. 54, s. 203(F)
Cooperative Credit Associations Act — C-41.01 334
Cessation of business and powers 334 (1) Where a court makes an order for the liquidation of an association, (a) the association continues in existence but shall cease to carry on business, except the business that is, in the opinion of the liquidator, required for an orderly liquidation; and (b) the powers of the directors, members and shareholders, if any, are vested in the liquidator and cease to be vested in the directors, members or shareholders, except as specifically authorized by the court. Delegation by liquidator (2) A liquidator may delegate any of the powers vested by paragraph (1)(b) to the directors, members or shareholders, if any.
Cooperative Credit Associations Act — C-41.01 335
Appointment of liquidator 335 When making an order for the liquidation of an association or at any time thereafter, the court may appoint any person, including a director, an officer, a member or a shareholder of the association or any other association, as liquidator of the association.
Cooperative Credit Associations Act — C-41.01 336
Vacancy in liquidator’s office 336 Where an order for the liquidation of an association has been made and the office of liquidator is or becomes vacant, the property of the association is under the control of the court until the office of liquidator is filled.
Cooperative Credit Associations Act — C-41.01 337
Duties of liquidator 337 (1) A liquidator shall (a) forthwith after appointment give notice thereof to the Superintendent and to each claimant and creditor of the association known to the liquidator; (b) forthwith after appointment publish notice thereof once a week for four consecutive weeks in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the association has transacted any business within the preceding twelve months, requiring (i) any person indebted to the association to render an account and pay to the liquidator at the time and place specified in the notice any amount owing, (ii) any person possessing property of the association to deliver it to the liquidator at the time and place specified in the notice, and (iii) any person having a claim against the association, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than sixty days after the first publication of the notice; (c) take into custody and control the property of the association; (d) open and maintain a trust account for the moneys received by the liquidator in the course of the liquidation of the association; (e) keep accounts of the moneys received and paid out by the liquidator in the course of the liquidation of the association; (f) maintain separate lists of each class of persons having claims against the association; (g) if at any time the liquidator determines that the association is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions; (h) deliver to the court and to the Superintendent, at least once in every twelve month period after the liquidator’s appointment or more often as the court requires, the annual statement of the association prepared in accordance with subsection 292(1) or prepared in such manner as the liquidator thinks proper or as the court requires; and (i) after the final accounts are approved by the court, distribute any remaining property of the association among the members or shareholders, according to their respective rights. Powers of liquidator (2) A liquidator may (a) retain lawyers, notaries, accountants, appraisers and other professional advisers; (b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the association; (c) carry on the business of the association as required for an orderly liquidation; (d) sell by public auction or private sale any property of the association; (e) do all acts and execute documents in the name and on behalf of the association; (f) borrow money on the security of the property of the association; (g) settle or compromise any claims by or against the association; and (h) do all other things necessary for the liquidation of the association and distribution of its property.
Cooperative Credit Associations Act — C-41.01 338
Due diligence 338 A liquidator is not liable if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the association represented to the liquidator by an officer of the association or in a written report of the auditor of the association fairly to reflect the financial condition of the association; or (b) a report of a person whose profession lends credibility to a statement made by them. 1991, c. 48, s. 338; 2005, c. 54, s. 204
Cooperative Credit Associations Act — C-41.01 339
Examination of others 339 (1) Where a liquidator has reason to believe that any property of the association is in the possession or under the control of a person or that a person has concealed, withheld or misappropriated any such property, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined. Restoration and compensation (2) Where an examination conducted pursuant to subsection (1) discloses that a person has concealed, withheld or misappropriated any property of the association, the court may order that person to restore the property or pay compensation to the liquidator.