GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 813
Shareholder approval 813 (1) A sale, lease or exchange of all or substantially all the property of a bank holding company requires the approval of the shareholders in accordance with subsections (2) to (7). Notice of meeting (2) A notice of a meeting of shareholders complying with sections 727 and 730 shall be sent in accordance with those sections to each shareholder and shall include or be accompanied by a copy or summary of the agreement of sale, lease or exchange. Shareholder approval (3) At the meeting referred to in the notice, the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the sale’s, lease’s or exchange’s terms and conditions. Right to vote (4) Each share of the bank holding company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote. Class vote (5) The holders of shares of a class or series of shares of the bank holding company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series. Special resolution (6) For the purpose of subsection (1), the proposal is not approved unless the holders of the shares of each class or series of shares entitled to vote separately on the proposal have approved the proposal by special resolution. Abandoning transaction (7) Where a special resolution under subsection (6) approving a proposed transaction so states, the directors of a bank holding company may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders. 2001, c. 9, s. 183
Bank Act — B-1.01 814
Head office 814 (1) A bank holding company shall at all times have a head office in the province specified in its incorporating instrument or by-laws. Change of head office (2) The directors of a bank holding company may change the address of the head office within the province specified in the incorporating instrument or by-laws. Notice of change of address (3) A bank holding company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address. 2001, c. 9, s. 183; 2005, c. 54, s. 119
Bank Act — B-1.01 815
Bank holding company records 815 (1) A bank holding company shall prepare and maintain records containing (a) its incorporating instrument and by-laws and all amendments to them; (b) minutes of meetings and resolutions of shareholders; (c) the information referred to in paragraphs 951(1)(a) and (c) to (g) contained in all returns provided to the Superintendent pursuant to section 951; and (d) particulars of exceptions granted under section 688 or 812 that are from time to time applicable to the bank holding company. Additional records (2) In addition to the records described in subsection (1), a bank holding company shall prepare and maintain adequate (a) corporate accounting records; and (b) records containing minutes of meetings and resolutions of the board of directors and those of its committees. Continued bank holding companies (3) For the purposes of paragraph (1)(b) and subsection (2), (a) in the case of a body corporate continued as a bank holding company, records includes similar records required by law to be maintained by the body corporate before it was so continued; and (b) in the case of a body corporate amalgamated and continued as a bank holding company, records includes similar records required by law to be maintained by the body corporate before it was so amalgamated. 2001, c. 9, s. 183
Bank Act — B-1.01 816
Place of records 816 (1) The records described in section 815 shall be kept at the head office of the bank holding company or at such other place in Canada as the directors think fit. Exception (1.1) Subject to subsection 822(1.1), subsection (1) does not apply to a bank holding company that is a subsidiary of a foreign bank incorporated or formed otherwise in a country or territory other than Canada in which a trade agreement listed in Schedule IV is applicable or of a regulated foreign entity. Notice of place of records (2) Where any of the records described in section 815 are not kept at the head office of a bank holding company, the bank holding company shall notify the Superintendent of the place where the records are kept. Inspection (3) The records described in section 815 shall at all reasonable times be open to inspection by the directors. Access to bank holding company records (4) Shareholders and creditors of a bank holding company and their personal representatives may examine the records referred to in subsection 815(1) during the usual business hours of the bank holding company and may take extracts from them free of charge or have copies of them made on payment of a reasonable fee. If the bank holding company is a distributing bank holding company, any other person may on payment of a reasonable fee examine those records during the usual business hours of the bank holding company and take extracts from them or have copies of them made. Copies of by-laws (5) Every shareholder of a bank holding company is entitled, on request made not more frequently than once in each calendar year, to receive, free of charge, one copy of the by-laws of the bank holding company. Electronic access (6) A bank holding company may make the information contained in records referred to in subsection 815(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time. 2001, c. 9, s. 183; 2005, c. 54, s. 120 2020, c. 1, s. 166
Bank Act — B-1.01 817
Shareholder lists 817 (1) A person who is entitled to a basic list of shareholders of a bank holding company (in this section referred to as the “applicant”) may request the bank holding company to furnish the applicant with a basic list within ten days after receipt by the bank holding company of the affidavit referred to in subsection (2) and, on payment of a reasonable fee by the applicant, the bank holding company shall comply with the request. Affidavit and contents (2) A request under subsection (1) must be accompanied by an affidavit containing (a) the name and address of the applicant, (b) the name and address for service of the entity, if the applicant is an entity, and (c) an undertaking that the basic list and any supplemental lists obtained pursuant to subsections (5) and (6) will not be used except as permitted under section 819, and, if the applicant is an entity, the affidavit shall be made by a director or an officer of the entity, or any person acting in a similar capacity. Entitlement to list (3) A shareholder or creditor of a bank holding company or their personal representative — or if the bank holding company is a distributing bank holding company, any person — is entitled to a basic list of shareholders of the bank holding company. Basic list (4) A basic list of shareholders of a bank holding company consists of a list of shareholders that is made up to a date not more than ten days before the receipt of the affidavit referred to in subsection (2) and that sets out (a) the names of the shareholders of the bank holding company; (b) the number of shares owned by each shareholder; and (c) the address of each shareholder as shown in the records of the bank holding company. Supplemental lists (5) A person requiring a bank holding company to supply a basic list of shareholders may, if the person states in the accompanying affidavit that supplemental lists are required, request the bank holding company or its agent, on payment of a reasonable fee, to provide supplemental lists of shareholders setting out any changes from the basic list in the names and addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date to which the basic list is made up. When supplemental lists to be furnished (6) A bank holding company or its agent shall provide a supplemental list of shareholders required under subsection (5) (a) within ten days following the date the basic list is provided, where the information relates to changes that took place prior to that date; and (b) within ten days following the day to which the supplemental list relates, where the information relates to changes that took place on or after the date the basic list was provided. 2001, c. 9, s. 183; 2005, c. 54, s. 121
Bank Act — B-1.01 818
Option holders 818 A person requiring a bank holding company to supply a basic list or a supplemental list of shareholders may also require the bank holding company to include in that list the name and address of any known holder of an option or right to acquire shares of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 819
Use of shareholder list 819 A list of shareholders obtained under section 817 shall not be used by any person except in connection with (a) an effort to influence the voting of shareholders of the bank holding company; (b) an offer to acquire shares of the bank holding company; or (c) any other matter relating to the affairs of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 820
Form of records 820 (1) A register or other record required or authorized by this Part to be prepared and maintained by a bank holding company (a) may be in a bound or loose-leaf form or in a photographic film form; or (b) may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time. Conversion of records (2) Registers and records maintained in one form may be converted to any other form. Destruction of converted records (3) Notwithstanding section 823, a bank holding company may destroy any register or other record referred to in subsection (1) at any time after the register or other record has been converted to another form. 2001, c. 9, s. 183
Bank Act — B-1.01 821
Protection of records 821 A bank holding company and its agents shall take reasonable precautions to (a) prevent loss or destruction of, (b) prevent falsification of entries in, (c) facilitate detection and correction of inaccuracies in, and (d) ensure that unauthorized persons do not have access to or use of information in the registers and records required or authorized by this Part to be prepared and maintained. 2001, c. 9, s. 183
Bank Act — B-1.01 822
Requirement to maintain copies and process information in Canada 822 (1) If the Superintendent is of the opinion that it is incompatible with the fulfilment of the Superintendent’s responsibilities under this Act for a bank holding company to maintain, in another country, copies of records referred to in section 815 or of its central securities register or for a bank holding company to process, in another country, information or data relating to the preparation and maintenance of those records or of its central securities register — or if the Superintendent is advised by the Minister that, in the opinion of the Minister, it is not in the national interest for a bank holding company to do any of those activities in another country — the Superintendent shall direct the bank holding company to not maintain those copies, or to not process the information or data, as the case may be, in that other country or to maintain those copies or to process the information or data only in Canada. Direction — immediate, direct, complete and ongoing access (1.1) Where a bank holding company referred to in subsection 816(1.1) or 828(3) maintains records referred to in section 815 or the central securities register at a place outside Canada, the Superintendent may, in the case referred to in paragraph (a), and shall, in the case referred to in paragraph (b), by order, direct the bank holding company to maintain a copy of those records or register at any place in Canada as the directors think fit (a) if the Superintendent is of the opinion that he or she does not have immediate, direct, complete and ongoing access to those records or register; or (b) if the Superintendent is advised by the Minister that the Minister is of the opinion that it is not in the national interest for the bank holding company not to maintain a copy of those records or register at any place in Canada. Bank holding company to comply (2) A bank holding company shall without delay comply with any order issued under subsection (1) or (1.1). 2001, c. 9, s. 183; 2005, c. 54, s. 122; 2007, c. 6, s. 117 2020, c. 1, s. 167
Bank Act — B-1.01 823
Retention of records 823 A bank holding company shall retain (a) the records of the bank holding company referred to in subsection 815(1); (b) any record of the bank holding company referred to in paragraph 815(2)(a) or (b); and (c) the central securities register referred to in subsection 825(1). 2001, c. 9, s. 183
Bank Act — B-1.01 824
Regulations 824 The Governor in Council may make regulations respecting the records, papers and documents to be retained by a bank holding company, including the length of time those records, papers and documents are to be retained, and what constitutes immediate, direct, complete and ongoing access, for the purpose of paragraph 822(1.1)(a). 2001, c. 9, s. 183 2020, c. 1, s. 168
Bank Act — B-1.01 826
Branch registers 826 A bank holding company may establish as many branch securities registers as it considers necessary. 2001, c. 9, s. 183
Bank Act — B-1.01 827
Agents 827 A bank holding company may appoint an agent to maintain its central securities register and each of its branch securities registers. 2001, c. 9, s. 183
Bank Act — B-1.01 828
Location of central securities register 828 (1) The central securities register of a bank holding company shall be maintained by the bank holding company at its head office or at any other place in Canada designated by the directors of the bank holding company. Location of branch securities register (2) A branch securities register of a bank holding company may be kept at any place in or outside Canada designated by the directors of the bank holding company. Exception (3) Subject to subsection 822(1.1), subsection (1) does not apply to a bank holding company that is a subsidiary of a foreign bank incorporated or formed otherwise in a country or territory other than Canada in which a trade agreement listed in Schedule IV is applicable or of a regulated foreign entity. 2001, c. 9, s. 183 2020, c. 1, s. 169
Bank Act — B-1.01 829
Effect of registration 829 Registration of the issue or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes. 2001, c. 9, s. 183
Bank Act — B-1.01 830
Particulars in branch register 830 (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established. Particulars in central register (2) Particulars of each issue or transfer of a security registered in a branch securities register of a bank holding company shall also be kept in the central securities register of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 831
Destruction of certificates 831 A bank holding company, its agent or a trustee within the meaning of section 294 is not required to produce (a) a cancelled security certificate in registered form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation; (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 713(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or (c) an instrument referred to in subsection 713(1) or a like instrument, irrespective of its form, after the date of its expiration. 2001, c. 9, s. 183
Bank Act — B-1.01 832
Publication of name 832 A bank holding company shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 833
Corporate seal 833 (1) A bank holding company may adopt a corporate seal and change one that it adopted. Validity of unsealed documents (2) A document executed on behalf of a bank holding company is not invalid merely because a corporate seal is not affixed to it. 2001, c. 9, s. 183; 2005, c. 54, s. 124
Bank Act — B-1.01 834
Ss. 265 to 272 apply 834 Sections 265 to 272 apply in respect of bank holding companies except that references to “bank” are to be read as references to “bank holding company”. 2001, c. 9, s. 183; 2005, c. 54, s. 124
Bank Act — B-1.01 835
Ss. 273 and 274 apply 835 Sections 273 and 274 apply in respect of bank holding companies except that references to “bank” are to be read as references to “bank holding company”. 2001, c. 9, s. 183; 2005, c. 54, s. 124
Bank Act — B-1.01 835.1
Ss. 275 to 277 apply 835.1 Sections 275 to 277 apply in respect of bank holding companies subject to the following: (a) references to “bank” are to be read as references to “bank holding company”; (b) the reference to “this Act” in section 276 is to be read as a reference to “this Part”; and (c) the reference to “a regulation referred to in subsection 485(1) or (2) or of an order made under subsection 485(3)” in subsection 277(25) is to be read as a reference to “a regulation referred to in subsection 949(1) or (2) or of an order made under subsection 949(3)”. 2005, c. 54, s. 124
Bank Act — B-1.01 836
Ss. 283 to 292.1 apply 836 Sections 283 to 292.1 apply in respect of bank holding companies, subject to the following: (a) references to “bank” in those sections are to be read as references to “bank holding company”; (b) references to “another deposit-taking financial institution” in subsection 287(3) are to be read as references to “a deposit-taking financial institution”; and (c) the reference to “the Minister” in subsection 291(4) is to be read as a reference to “the Receiver General”. 2001, c. 9, s. 183; 2005, c. 54, s. 125
Bank Act — B-1.01 837
Recovery 837 If at any time a person establishes an entitlement to any moneys paid to the Receiver General under subsection 291(4), the Receiver General shall pay an equivalent amount to that person out of the Consolidated Revenue Fund. 2001, c. 9, s. 183
Bank Act — B-1.01 838
Sections 294 to 306 apply 838 Sections 294 to 306 apply in respect to bank holding companies, subject to the following: (a) references to “bank” in those sections are to be read as references to “bank holding company”; (b) references to “this Act” in those sections are to be read as references to “this Part”; and (c) references to “subordinated indebtedness” in those sections are to be read as references to “subordinated indebtedness” as defined in subsection 663(1). 2001, c. 9, s. 183
Bank Act — B-1.01 839
Financial year of bank holding company 839 (1) The financial year of a bank holding company ends, at the election of the bank holding company in its by-laws, on the expiration of the thirty-first day of October of each year or the thirty-first day of December of each year. First financial year (2) If, in any year, a bank holding company comes into existence after the first day of July, its first financial year ends, at its election in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year. 2001, c. 9, s. 183
Bank Act — B-1.01 841
Annual statement — approval 841 (1) The directors of a bank holding company shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of (a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the bank holding company authorized by the directors to sign in the stead of the chief executive officer; and (b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director. Condition precedent to publication (2) A bank holding company shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1). 2001, c. 9, s. 183; 2005, c. 54, s. 127
Bank Act — B-1.01 842
Statements — subsidiaries 842 (1) A bank holding company shall keep at its head office a copy of the current financial statements of each subsidiary of the bank holding company. Examination (2) Subject to this section, the shareholders of a bank holding company and their personal representatives may, on request therefor, examine the statements referred to in subsection (1) during the usual business hours of the bank holding company and may take extracts therefrom free of charge. Barring examination (3) A bank holding company may refuse to permit an examination under subsection (2) by any person. Application for order (4) Within fifteen days after a refusal under subsection (3), the bank holding company shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the bank holding company to permit the examination or, if it is satisfied that the examination would be detrimental to the bank holding company or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit. Notice to Superintendent (5) A bank holding company shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application. 2001, c. 9, s. 183
Bank Act — B-1.01 843
Annual statement — distribution 843 (1) A bank holding company shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 741(1)(b) in lieu of the annual meeting, send to each shareholder a copy of the documents referred to in subsections 840(1) and (3) unless that time period is waived by the shareholder. Exception (2) A bank holding company is not required to comply with subsection (1) with respect to a shareholder who has informed the bank holding company, in writing, that the shareholder does not wish to receive the annual statement. Effect of default (3) Where a bank holding company is required to comply with subsection (1) and the bank holding company does not comply with that subsection, the annual meeting at which the documents referred to in that subsection are to be considered shall be adjourned until that subsection has been complied with. 2001, c. 9, s. 183; 2005, c. 54, s. 128
Bank Act — B-1.01 844
Copy to Superintendent 844 (1) Subject to subsection (2), a bank holding company shall send to the Superintendent a copy of the documents referred to in subsections 840(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the bank holding company. Later filing (2) If a bank holding company’s shareholders sign a resolution under paragraph 741(1)(b) in lieu of an annual meeting, the bank holding company shall send a copy of the documents referred to in subsections 840(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution. 2001, c. 9, s. 183