GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 249
Destruction of certificates 249 An association, its agent or a trustee within the meaning of section 278 is not required to produce (a) a cancelled security certificate in registered form or an instrument referred to in subsection 77(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 77(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 77(1) or a like instrument, irrespective of its form, after the date of its expiration.
Cooperative Credit Associations Act — C-41.01 250
Publication of name 250 An association 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 association.
Cooperative Credit Associations Act — C-41.01 251
Corporate seal 251 (1) An association may adopt a corporate seal and change one that it adopted. Validity of unsealed documents (2) A document executed on behalf of an association is not invalid merely because a corporate seal is not affixed to it. 1991, c. 48, s. 251; 2005, c. 54, s. 191
Cooperative Credit Associations Act — C-41.01 252 to 259
252 to 259 [Repealed, 1997, c. 15, s. 130]
Cooperative Credit Associations Act — C-41.01 260
Definitions 260 (1) In this section and sections 261 to 267, business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; ( regroupement d’entreprises ) call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat ) distributing association [Repealed, 2005, c. 54, s. 192] insider [Repealed, 2005, c. 54, s. 192] officer , in relation to an association, means (a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or (b) any natural person who performs functions for the association similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; ( dirigeant d’une association ) put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; ( option de vente ) share means a voting share and includes (a) a security currently convertible into a voting share, and (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a), but does not include a membership share. ( action ) Control (2) For the purposes of this section and sections 261 to 267, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(e). (3) and (4) [Repealed, 2005, c. 54, s. 192] 1991, c. 48, s. 260; 2005, c. 54, s. 192
Cooperative Credit Associations Act — C-41.01
business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; ( regroupement d’entreprises )
Cooperative Credit Associations Act — C-41.01
call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat )
Cooperative Credit Associations Act — C-41.01
distributing association [Repealed, 2005, c. 54, s. 192]
Cooperative Credit Associations Act — C-41.01 (a)
officer , in relation to an association, means (a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or (b) any natural person who performs functions for the association similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; ( dirigeant d’une association )
Cooperative Credit Associations Act — C-41.01
put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; ( option de vente )
Cooperative Credit Associations Act — C-41.01 (a)
share means a voting share and includes (a) a security currently convertible into a voting share, and (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a), but does not include a membership share. ( action )
Cooperative Credit Associations Act — C-41.01 261
Insider report 261 An insider shall submit an insider report in accordance with the regulations. 1991, c. 48, s. 261; 1997, c. 15, s. 131; 2005, c. 54, s. 193
Cooperative Credit Associations Act — C-41.01 262
Exemption by Superintendent 262 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 261. The exemption may be given retroactive effect and the Superintendent shall publish the particulars of the exemption and the reasons for it in a periodical available to the public. 1991, c. 48, s. 262; 2005, c. 54, s. 193
Cooperative Credit Associations Act — C-41.01 263
Regulations 263 The Governor in Council may make regulations for carrying out the purposes of sections 261 and 262, including (a) defining “insider” for the purposes of sections 261 and 262; (b) respecting the form and content of an insider report; and (c) respecting the submission or publication of an insider report. 1991, c. 48, s. 263; 2005, c. 54, s. 193
Cooperative Credit Associations Act — C-41.01 265
Meaning of insider 265 (1) In this section, insider means with respect to a distributing association (a) a director or officer of the association; (b) a director or officer of a subsidiary of the association; (c) a director or officer of a body corporate that enters into a business combination with the association; or (d) a person employed or retained by the association. Prohibition — short sale (2) No insider may knowingly sell, directly or indirectly, a security of a distributing association or of any of the distributing association’s affiliates if the insider does not own or has not fully paid for the security. Exception (3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or (b) transfer the convertible security, option or right to the purchaser. Prohibition — calls and puts (4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of an association or of any of the association’s affiliates. 1991, c. 48, s. 265; 2005, c. 54, s. 194
Cooperative Credit Associations Act — C-41.01 266
 the person, a relative of the person or of their spouse or common-law partner. Insider trading — compensation to sellers and purchasers (6) An insider of an association who purchases or sells a security of the association with knowledge of confidential information that if it were generally known might reasonably be expected to materially affect the value of any of the securities of the association is liable to compensate the seller or purchaser of the security, as the case may be, for any loss suffered by them as a result of the purchase or sale unless the insider establishes that (a) the insider reasonably believed that the information had been generally disclosed; (b) the information was known or ought reasonably to have been known by the seller or purchaser; or (c) the purchase or sale of the security took place in the prescribed circumstances. Insider trading — compensation to association (7) The insider is accountable to the association for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (6) unless they establish the circumstances described in paragraph (6)(a). 1991, c. 48, s. 266; 2005, c. 54, s. 194
Cooperative Credit Associations Act — C-41.01 266.1
Tipping — compensation to sellers and purchasers 266.1 (1) An insider of an association who discloses confidential information with respect to the association that has not been generally disclosed and that if it were generally known might reasonably be expected to materially affect the value of any of the securities of the association is liable to compensate any person who subsequently sells securities of the association to or purchases them from any person who received the information unless the insider establishes that (a) the insider reasonably believed that the information had been generally disclosed; (b) the information was known or ought reasonably to have been known by the person who alleges that they suffered the loss; (c) if the insider is not a person described in subsection 266(3) or (4), the disclosure of the information was necessary in the course of their business; or (d) if the insider is a person described in subsection 266(3) or (4), the disclosure of the information was necessary to effect the take-over bid or business combination. Tipping — compensation to association (2) The insider is accountable to the association for any benefit or advantage received or receivable by them as a result of a disclosure of information as described in subsection (1) unless they establish the circumstances described in paragraph (1)(a), (c) or (d). 2005, c. 54, s. 194
Cooperative Credit Associations Act — C-41.01 267
Measure of damages 267 (1) The court may assess damages under subsection 266(6) or 266.1(1) in accord­ance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in respect of a security of a distributing association, the court shall consider the following: (a) if the plaintiff is a purchaser, the price that they paid for the security less the average market price of the security over the 20 trading days immediately following general disclosure of the information; and (b) if the plaintiff is a seller, the average market price of the security over the 20 trading days immediately following general disclosure of the information, less the price that they received for the security. Liability — more than one insider (2) If more than one insider is liable under subsection 266(6) or 266.1(1) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary. Limitation (3) An action to enforce a right created by subsection 266(6) or (7) or section 266.1 may be commenced only within two years after discovery of the facts that gave rise to the cause of action. 1991, c. 48, s. 267; 2005, c. 54, s. 194
Cooperative Credit Associations Act — C-41.01 268
Distribution 268 (1) No person including an association shall distribute securities of an association except in accordance with the regulations made under subsection (2). Regulations (2) The Governor in Council may make regulations respecting the distribution of securities of an association, including (a) respecting the information that is to be disclosed by an association before the distribution of any of its securities, including the information that is to be included in a prospectus; (b) respecting the manner of disclosure and the form of the information that is to be disclosed; and (c) exempting any class of distribution of securities from the application of subsection (1). 1991, c. 48, s. 268; 2005, c. 54, s. 194
Cooperative Credit Associations Act — C-41.01 269
Order of exemption 269 (1) On application by an association or any person proposing to make a distribution, the Superintendent may, by order, exempt that distribution from the application of any regulations made under subsection 268(2) if the Superintendent is satisfied that the association has disclosed or is about to disclose, in compliance with the laws of the relevant jurisdiction, information relating to the distribution that in form and content substantially complies with the requirements of those regulations. Conditions (2) An order under subsection (1) may contain any conditions or limitations that the Superintendent deems appropriate. 1991, c. 48, s. 269; 2005, c. 54, s. 194
Cooperative Credit Associations Act — C-41.01 278
Definitions 278 In this section and sections 279 to 290, event of default means, in relation to a trust indenture, an event specified in the trust indenture on the occurrence of which the principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity, but the event is not an event of default until all the conditions set out in the trust indenture in connection with the giving of notice of the event have been satisfied or the period of time for giving the notice has elapsed; ( cas de défaut ) issuer means an association that has issued, is about to issue or is in the process of issuing subordinated indebtedness; ( émetteur ) trustee means any person appointed as trustee under the terms of a trust indenture to which an association is a party, and includes any successor trustee; ( fiduciaire ) trust indenture means any deed, indenture or other instrument, including any supplement or amendment thereto, made by an association under which the association issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie )
Cooperative Credit Associations Act — C-41.01
event of default means, in relation to a trust indenture, an event specified in the trust indenture on the occurrence of which the principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity, but the event is not an event of default until all the conditions set out in the trust indenture in connection with the giving of notice of the event have been satisfied or the period of time for giving the notice has elapsed; ( cas de défaut )
Cooperative Credit Associations Act — C-41.01
issuer means an association that has issued, is about to issue or is in the process of issuing subordinated indebtedness; ( émetteur )
Cooperative Credit Associations Act — C-41.01
trustee means any person appointed as trustee under the terms of a trust indenture to which an association is a party, and includes any successor trustee; ( fiduciaire )
Cooperative Credit Associations Act — C-41.01
trust indenture means any deed, indenture or other instrument, including any supplement or amendment thereto, made by an association under which the association issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie )
Cooperative Credit Associations Act — C-41.01 279
Application 279 Sections 280 to 290 apply in respect of a trust indenture if the subordinated indebtedness issued or to be issued under the trust indenture is part of a distribution to the public.
Cooperative Credit Associations Act — C-41.01 280
Exemption 280 The Superintendent may, in writing, exempt a trust indenture from the application of sections 281 to 290 if, in the Superintendent’s opinion, the trust indenture and the subordinated indebtedness are subject to a law of a province or other jurisdiction, other than Canada, that is substantially equivalent to the provisions of this Act relating to trust indentures.
Cooperative Credit Associations Act — C-41.01 281
Conflict of interest 281 (1) No person shall be appointed as trustee if at the time of the appointment there is a material conflict of interest between the person’s role as trustee and any other role of the person. Eliminating conflict of interest (2) A trustee shall, within ninety days after the trustee becomes aware that a material conflict of interest exists, (a) eliminate the conflict of interest; or (b) resign from office.
Cooperative Credit Associations Act — C-41.01 282
Validity despite conflict 282 A trust indenture and any subordinated indebtedness issued thereunder are valid notwithstanding a material conflict of interest of the trustee.
Cooperative Credit Associations Act — C-41.01 283
Removal of trustee 283 If a trustee is appointed in contravention of subsection 281(1) or if a trustee contravenes subsection 281(2), any interested person may apply to a court for an order that the trustee be replaced, and the court may make an order on such terms as it thinks fit.
Cooperative Credit Associations Act — C-41.01 284
Trustee qualifications 284 A trustee, or at least one of the trustees if more than one is appointed, must be (a) a trust company pursuant to subsection 57(2) of the Trust and Loan Companies Act ; or (b) a body corporate that is incorporated under the laws of a province and authorized to carry on business as a trustee. 1991, c. 48, ss. 284, 496; 2007, c. 6, s. 157
Cooperative Credit Associations Act — C-41.01 285
List of security holders 285 (1) A holder of subordinated indebtedness issued under a trust indenture may, on payment to the trustee of a reasonable fee and on delivery of a statutory declaration to the trustee, require the trustee to provide, within fifteen days after the delivery to the trustee of the statutory declaration, a list setting out (a) the names and addresses of the registered holders of the outstanding subordinated indebtedness, (b) the principal amount of outstanding subordinated indebtedness owned by each such holder, and (c) the aggregate principal amount of subordinated indebtedness outstanding as shown on the records maintained by the trustee on the day the statutory declaration is delivered to that trustee. Duty of issuer (2) On the demand of a trustee, the issuer of subordinated indebtedness shall provide the trustee with the information required to enable the trustee to comply with subsection (1). Where applicant is entity (3) Where the person requiring the trustee to provide a list under subsection (1) is an entity, the statutory declaration required under that subsection shall be made by a director or an officer of the entity or a person acting in a similar capacity. Contents of statutory declaration (4) The statutory declaration required under subsection (1) must state (a) the name and address of the person requiring the trustee to provide the list and, if the person is an entity, the address for service thereof; and (b) that the list will not be used except as permitted by subsection (5). Use of list (5) No person shall use a list obtained under this section except in connection with (a) an effort to influence the voting of the holders of subordinated indebtedness; (b) an offer to acquire subordinated indebtedness; or (c) any other matter relating to the subordinated indebtedness or the affairs of the issuer or guarantor thereof.
Cooperative Credit Associations Act — C-41.01 286
Compliance with trust indentures 286 (1) An issuer or a guarantor of subordinated indebtedness issued or to be issued under a trust indenture shall, before undertaking (a) the issue, certification and delivery of subordinated indebtedness under the trust indenture, or (b) the satisfaction and discharge of the trust indenture, provide the trustee with evidence of compliance with the conditions in the trust indenture in respect thereof. Compliance by issuer or guarantor (2) On the demand of a trustee, the issuer or guarantor of subordinated indebtedness issued or to be issued under a trust indenture shall provide the trustee with evidence of compliance with the conditions in the trust indenture by the issuer or guarantor in respect of any act to be done by the trustee at the request of the issuer or guarantor. Evidence of compliance (3) The following documents constitute evidence of compliance for the purposes of subsections (1) and (2): (a) a statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in subsections (1) and (2) have been complied with; (b) an opinion of legal counsel that the conditions of the trust indenture requiring review by legal counsel have been complied with, if the trust indenture requires compliance with conditions that are subject to review by legal counsel; and (c) an opinion or report of the auditors of the issuer or guarantor, or such other accountant as the trustee selects, that the conditions of the trust indenture have been complied with, if the trust indenture requires compliance with conditions that are subject to review by auditors. Further evidence of compliance (4) The evidence of compliance referred to in subsection (3) shall include a statement by the person giving the evidence (a) declaring that the person has read and understands the conditions of the trust indenture referred to in subsections (1) and (2); (b) describing the nature and scope of the examination or investigation on which the person based the certificate, statement or opinion; and (c) declaring that the person has made such examination or investigation as the person believes necessary to enable the statements to be made or the opinions contained or expressed therein to be given.
Cooperative Credit Associations Act — C-41.01 287
Trustee may require evidence 287 (1) On the request of a trustee, the issuer or guarantor of subordinated indebtedness issued under a trust indenture shall provide the trustee with evidence in such form as the trustee requires of compliance with any condition thereof relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture. Certificate of compliance (2) At least once in each twelve month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor of subordinated indebtedness issued under a trust indenture shall provide the trustee with a certificate stating that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars thereof.
Cooperative Credit Associations Act — C-41.01 288
Notice of default 288 A trustee shall, within thirty days after the trustee becomes aware of the occurrence thereof, give to the holders of subordinated indebtedness issued under a trust indenture notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee believes on reasonable grounds that it is in the best interests of the holders of the subordinated indebtedness to withhold the notice and so informs the issuer and guarantor in writing.
Cooperative Credit Associations Act — C-41.01 289
Duty of care 289 (1) In exercising a trustee’s powers and discharging a trustee’s duties, the trustee shall (a) act honestly and in good faith with a view to the best interests of the holders of the subordinated indebtedness issued under the trust indenture; and (b) exercise the care, diligence and skill of a reasonably prudent trustee. Reliance on statements (2) Notwithstanding subsection (1), a trustee is not liable if the trustee relies in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.