GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Cooperative Credit Associations Act — C-41.01 27
Matters for consideration 27 Before issuing letters patent to incorporate an association, the Minister shall take into account all matters that the Minister considers relevant to the application, including (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the association; (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the association; (c) the business record and experience of the applicant or applicants; (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity; (e) whether the association will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution; (f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the association on the conduct of those businesses and operations; (g) whether the association is to be operated in accordance with cooperative principles; (g.1) the predominance of associations, federal credit unions or federal leagues, or any combination of them, as members within the association; and (h) the best interests of the financial system in Canada and, in particular, the cooperative financial system in Canada. 1991, c. 48, s. 27; 2001, c. 9, s. 257; 2014, c. 39, s. 281
Cooperative Credit Associations Act — C-41.01 28
Contents of letters patent 28 (1) There shall be set out in the letters patent incorporating an association (a) the name of the association; (b) the province in which the head office of the association is to be situated; and (c) the date that the association came, or is to come, into existence. Provisions in letters patent (2) The Minister may set out in the letters patent incorporating an association any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed association. Terms and conditions (3) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating an association as the Minister considers necessary or appropriate. 1991, c. 48, s. 28; 2005, c. 54, s. 144
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Notice of issue of letters patent 29 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating an association.
Cooperative Credit Associations Act — C-41.01 30
First directors 30 The first directors of an association are the directors named in the application for letters patent to incorporate the association.
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Effect of letters patent 31 An association comes into existence on the date provided therefor in its letters patent.
Cooperative Credit Associations Act — C-41.01 31.1
Federal corporations 31.1 (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament may apply to the Minister for letters patent continuing the body corporate as an association. Other corporations (2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as an association. Continuance for the purpose of amalgamation (3) A body corporate incorporated or continued otherwise than under this Act may apply to the Minister for letters patent continuing the body corporate as an association if the body corporate proposes to be continued under this Act for the purpose of amalgamating with another body corporate in compliance with this Act. 2001, c. 9, s. 258
Cooperative Credit Associations Act — C-41.01 31.2
Application for continuance 31.2 (1) When a body corporate applies for letters patent under section 31.1, sections 24 to 27 apply in respect of the application, with any modifications that the circumstances require. Special resolution approval (2) When a body corporate applies for letters patent under section 31.1, the application must be duly authorized by a special resolution. Copy of special resolution (3) A copy of the special resolution must be filed with the application. 2001, c. 9, s. 258
Cooperative Credit Associations Act — C-41.01 31.3
Power to issue letters patent 31.3 (1) On the application of a body corporate under subsection 31.1(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as an association if the body corporate (a) satisfies the requirements for incorporation as an association or will, immediately after the letters patent are issued, satisfy those requirements; (b) is organized and operated and carries on its business on a cooperative basis or will, immediately after the letters patent are issued, be organized and operated and carry on its business on a cooperative basis; and (c) has a capital and corporate structure that, if set out in the letters patent and by-laws, would meet the requirements of this Act. Power to issue letters patent (2) On the application of a body corporate under subsection 31.1(3), the Minister may, subject to this Part, issue letters patent continuing the body corporate as an association only if the Minister is of the opinion that the association that results from the amalgamation will (a) satisfy the requirements for incorporation as an association; (b) be organized and operated and carry on its business on a cooperative basis; and (c) have a capital and corporate structure that meet the requirements of this Act. Issue of letters patent (3) If letters patent are issued to a body corporate under subsection (1) or (2), section 27 applies in respect of the issue of letters patent, with any modifications that the circumstances require. 2001, c. 9, s. 258
Cooperative Credit Associations Act — C-41.01 31.4
Effect of letters patent 31.4 On the day set out in the letters patent continuing a body corporate as an association under section 31.3, (a) the body corporate becomes an association as if it had been incorporated under this Act; and (b) the letters patent are deemed to be the incorporating instrument of the continued company. 2001, c. 9, s. 258
Cooperative Credit Associations Act — C-41.01 31.5
Copy of letters patent 31.5 (1) When a body corporate is continued as an association under section 31.3, the Superintendent shall without delay send a copy of the letters patent to the appropriate official or public body in the jurisdiction in which the body corporate was incorporated. Notice of issuance of letters patent (2) The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent continuing a body corporate as an association. 2001, c. 9, s. 258
Cooperative Credit Associations Act — C-41.01 31.6
Effects of continuance 31.6 (1) Where a body corporate is continued as an association, (a) the property of the body corporate continues to be the property of the association; (b) the association continues to be liable for the obligations of the body corporate; (c) an existing cause of action or claim by or against the body corporate or any liability of the body corporate to prosecution is unaffected; (d) a civil, criminal or administrative action or proceeding pending by or against the body corporate may continue to be prosecuted by or against the association; (e) a conviction against, or any ruling, order or judgment in favour of or against the body corporate may be enforced by or against the association; (f) a person who, on the day the body corporate becomes an association, was the holder of a security issued by the body corporate is not deprived of any right or privilege available to the person at that time in respect of the security or relieved of any liability in respect of the security, but any such right or privilege may be exercised only in accordance with this Act; and (g) the by-laws of the body corporate, except those that are in conflict with this Act, continue as the by-laws of the association. Membership shares — body corporate (2) When a body corporate other than a federal credit union is continued as an association, (a) its common shares are deemed to be membership shares to which are attached the rights, privileges and restrictions set out in this Act; (b) the holders of the common shares of the body corporate are deemed to be the members of the association; and (c) any agreement made before continuance under which the holders of any common shares of the body corporate have agreed to vote those shares in a manner provided in the agreement is of no effect. Membership shares — federal credit union (3) When a federal credit union is continued as an association, (a) its membership shares are deemed to be membership shares of the association to which are attached the rights, privileges and restrictions set out in this Act; (b) the members of the federal credit union are deemed to be the members of the association; and (c) any agreement made before continuance under which the members of the federal credit union have agreed to vote in a manner provided in the agreement is of no effect. 2001, c. 9, s. 258; 2007, c. 6, s. 140; 2010, c. 12, s. 2115
Cooperative Credit Associations Act — C-41.01 31.7
Transitional 31.7 (1) Despite any other provision of this Act or the regulations, the Minister may, on the recommendation of the Superintendent, by order, grant to an association in respect of which letters patent were issued under section 31.3 permission to (a) engage in a business activity specified in the order that an association is not otherwise permitted by this Act to engage in and that the body corporate continued as the association was engaging in at the time the application for the letters patent was made; (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made; (c) hold assets that an association is not otherwise permitted by this Act to hold if the assets were held by the body corporate continued as the association at the time the application for the letters patent was made; (d) acquire and hold assets that an association is not otherwise permitted by this Act to acquire or hold if the body corporate continued as the association was obliged, at the time the application for the letters patent was made, to acquire those assets; and (e) maintain outside Canada any records or registers required by this Act to be maintained in Canada. Duration (2) The permission shall be expressed to be granted for a period specified in the order not exceeding (a) with respect to any activity described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, if the activity is conducted under an agreement existing on the date of issue of the letters patent, the expiration of the agreement; (b) with respect to any matter described in paragraph (1)(b), ten years; and (c) with respect to any matter described in any of paragraphs (1)(c) to (e), two years. Renewal (3) Subject to subsection (4), the Minister may, on the recommendation of the Superintendent, by order, renew a permission with respect to any matter described in paragraphs (1)(b) to (d) for any further period or periods that the Minister considers necessary. Limitation (4) The Minister shall not grant to an association a permission (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the association to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the association that the association will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and (b) with respect to matters referred to in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the date of the approval for the association to commence and carry on business. 2001, c. 9, s. 258; 2007, c. 6, s. 141
Cooperative Credit Associations Act — C-41.01 32
Transferring to other federal Acts 32 (1) An association may (a) apply, under the Bank Act , for letters patent continuing the association as a bank or a bank holding company under that Act, or amalgamating and continuing the company as a bank or a bank holding company under that Act; (b) apply, with the approval in writing of the Minister, under the Canada Business Corporations Act for a certificate of continuance as a corporation under that Act; (c) apply, with the approval in writing of the Minister, under the Canada Cooperatives Act for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, as a cooperative under that Act; (d) apply, under the Insurance Companies Act , for letters patent continuing the association as a company (other than a mutual company) or an insurance holding company under that Act, or amalgamating and continuing the association as a company (other than a mutual company) or an insurance holding company under that Act; or (e) apply, under the Trust and Loan Companies Act , for letters patent continuing the association as a company under that Act, or amalgamating and continuing the association as a company under that Act. Conditions for approval (2) The approval referred to in paragraph (1)(b) or (c) may be given only if the Minister is satisfied that (a) the association has published, once a week for four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the association is situated, a notice of its intention to apply for the approval; (b) the application has been authorized by a special resolution; and (c) the association does not hold deposits, other than deposits that are made by a member, a person who controls the association or a person who has a significant interest in a class of shares of the association and that are not insured by the Canada Deposit Insurance Corporation. Withdrawing application (3) If a special resolution authorizing the application for the certificate or letters patent so states, the directors of the association may, without further approval, withdraw the application before it is acted on. Restriction on other transfers (4) An association may not apply to be continued, or to be amalgamated and continued, as the case may be, as a body corporate other than one referred to in subsection (1). 1991, c. 48, s. 32; 1998, c. 1, s. 382; 2001, c. 9, s. 259; 2007, c. 6, s. 142
Cooperative Credit Associations Act — C-41.01 33
Act ceases to apply 33 If an association applies for a certificate or letters patent referred to in section 32 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the association as of the day the certificate or the letters patent take effect. 1991, c. 48, s. 33; 1998, c. 1, s. 382; 2001, c. 9, s. 259; 2007, c. 6, s. 142
Cooperative Credit Associations Act — C-41.01 35
Prohibited names 35 (1) An association may not be incorporated under this Act with a name (a) that is prohibited by an Act of Parliament; (b) that is, in the opinion of the Superintendent, deceptively misdescriptive; (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing (i) trademark or trade name, or (ii) corporate name of a body corporate, except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require; (d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or (e) that is reserved under section 39 for another association or a proposed association. Use of “cooperative” (2) Notwithstanding the Canada Cooperatives Act , an association may use the word “cooperative” or “coopérative”, or any abbreviation of that word, in its name. 1991, c. 48, s. 35; 1996, c. 6, s. 49; 1997, c. 15, s. 117; 1998, c. 1, s. 383 2014, c. 20, s. 366(E)
Cooperative Credit Associations Act — C-41.01 36
Name 36 The name of an association, other than the former-Act association, shall include (a) the phrase “federal cooperative” or “ co­opérative fédérale ”, along with another word or expression indicating the financial nature of the association; (b) the phrase “federal central credit union”, “federal credit union central” or “ fédération de caisses populaires fédérale ”; (c) any combination or derivative of words and phrases referred to in paragraphs (a) and (b); or (d) any word or phrase specified by the Minister. 1991, c. 48, s. 36; 2001, c. 9, s. 260; 2007, c. 6, s. 143; 2014, c. 39, s. 282
Cooperative Credit Associations Act — C-41.01 37
Affiliated entity 37 Despite section 35, an association that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity. 1991, c. 48, s. 37; 1996, c. 6, s. 50; 2001, c. 9, s. 261; 2007, c. 6, s. 143
Cooperative Credit Associations Act — C-41.01 38
English or French form of name 38 (1) The name of an association may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the association may use and be legally designated by any such form. Alternate name (2) An association may identify itself outside Canada by its name in any language and the association may use and be legally designated by any such form of its name outside Canada. Other name (3) Subject to subsection (4) and section 250, an association may carry on business under or identify itself by a name other than its corporate name. Directions (4) Where an association is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the association not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 35(1)(a) to (e). 1991, c. 48, s. 38; 1996, c. 6, s. 51
Cooperative Credit Associations Act — C-41.01 39
Reserved name 39 The Superintendent may, on request, reserve for ninety days a name for a proposed association or for an association that intends to change its name.
Cooperative Credit Associations Act — C-41.01 40
Directing change of name 40 (1) If through inadvertence or otherwise an association (a) comes into existence or is continued with a name, or (b) on an application to change its name, is granted a name that is prohibited by section 35, the Superintendent may, by order, direct the association to change its name and the association shall comply with that direction. Revoking name (2) If an association has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the association and assign to it a name and, until changed in accordance with section 219 or 221, the name of the association is thereafter the name so assigned. 1991, c. 48, s. 40; 1996, c. 6, s. 52; 2001, c. 9, s. 262
Cooperative Credit Associations Act — C-41.01 41
Members 41 (1) Only a person that is an association, a federal credit union, a central cooperative credit society, a local cooperative credit society, a cooperative corporation, a federal or provincial league or an unincorporated organization consisting wholly of any of those entities may be admitted to membership in an association. Condition for membership (2) No person shall be admitted to membership in an association until the person’s application for membership has been approved by the directors and the person has complied fully with any by-law governing admission of members. (3) [Repealed, 2001, c. 9, s. 264] (4) [Repealed, 1994, c. 47, s. 50] Membership not transferable (5) No transfer of a membership is valid for any purpose. 1991, c. 48, s. 41; 1994, c. 47, s. 50; 2001, c. 9, ss. 263, 264; 2014, c. 39, s. 283
Cooperative Credit Associations Act — C-41.01 42
Right to vote 42 (1) Subject to subsection (2) and the by-laws, each member of an association shall have one vote on all matters to be decided by the members. Delegates (2) The members of an association may, by by-law, provide that the voting rights of a member shall be vested in one or more delegates to be elected or appointed by the member in such manner as may be provided for in the by-laws, and the delegates so elected or appointed may exercise all or any of those rights. References (3) Where, in this Act, reference is made to a meeting of members of an association and the association has passed a by-law under subsection (2), a reference in this Act to a meeting of members shall be construed as a reference to a meeting of delegates.
Cooperative Credit Associations Act — C-41.01 43
Classes of members 43 The members of an association may, by by-law, establish one or more classes of members, and such a by-law may provide for such matters as are necessary, including (a) the qualifications for and the terms and conditions applying to membership in each such class; (b) the number of delegates to represent each class and the manner of electing or appointing such delegates; and (c) the election, appointment or removal of its directors by the members or delegates of particular classes.
Cooperative Credit Associations Act — C-41.01 44
Transfer of membership shares 44 No transfer of membership shares in an association is valid unless the transfer is approved by resolution of the directors.
Cooperative Credit Associations Act — C-41.01 45
By-laws binding 45 Subject to this Act, every by-law of an association binds the association and its members to the same extent as if (a) each member had duly approved the by-law; and (b) there were in the by-law a covenant under seal on the part of each member, and the successors and assigns of the member, to conform thereto.
Cooperative Credit Associations Act — C-41.01 46
Notice of withdrawal 46 A member may withdraw from membership in an association by giving six months notice of its intention to the directors or such shorter notice as the directors may fix.
Cooperative Credit Associations Act — C-41.01 47
Expulsion 47 (1) A member may be expelled from membership in an association by special resolution passed by the directors at a meeting called for that purpose. Conditions for resolution (2) A special resolution passed under subsection (1) is not valid unless prior written notice is given to the member setting forth the grounds on which the association is seeking to expel it and an opportunity is given to the member to appear, by an agent or counsel, to make submissions at the meeting of the directors called to consider the resolution to expel it. Effective date (3) A special resolution passed under subsection (1) takes effect on the date on which the member is notified of the resolution or, if later, the date specified in the resolution.