jswizzle3737/ontario_laws_and_regs huggingface dataset:
105 (1) The board may pass by-laws governing the conduct of the affairs of the credit union.  1994, c. 11, s. 105 (1). Required matters (1.1) The by-laws of a credit union shall provide for the following matters: 1. The appointment of officers of the credit union and the establishment of their duties. 2. The calling of meetings of the board, including the minimum number of times the board must meet each financial year if the minimum number of times exceeds the prescribed minimum number of times, the place or places where meetings of the board may be held and the manner in which notice of the meetings must be given.  2007, c. 7, Sched. 7, s. 69. Same (2) The board shall pass by-laws, subject to this Act and the regulations, governing prescribed matters if they are not provided for by this Act or the regulations or set out in the articles.  1994, c. 11, s. 105 (2). Limitation (3) By-laws that are contrary to this Act, the regulations or the articles of the credit union are void.  1994, c. 11, s. 105 (3). Same (4) By-laws that relieve a person of obligations or requirements under this Act or the regulations are void.  1994, c. 11, s. 105 (4). Restrictive by-laws (5) A by-law may impose greater restrictions in respect of a matter than are imposed under this Act or the regulations.  1994, c. 11, s. 105 (5). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 69 - 01/10/2010
106 The procedure for setting the remuneration of directors and members of committees shall be established by by-law.  1994, c. 11, s. 106.
107 (1) A by-law is not effective until it is passed by the board and confirmed, with or without variation, by a special resolution passed at a general meeting of the members duly called for that purpose or by such greater proportion of the votes cast as the articles may provide.  2002, c. 18, Sched. H, s. 3 (5). Filing (2) Within 30 days after a by-law is confirmed, the credit union shall file two copies of it with the Chief Executive Officer.  2007, c. 7, Sched. 7, s. 70; 2018, c. 8, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2002, c. 18, Sched. H, s. 3 (5) - 26/11/2002 2007, c. 7, Sched. 7, s. 70 - 01/10/2009 2018, c. 8, Sched. 7, s. 5 - 08/06/2019
108 A credit union’s annual audited financial statements must disclose the total expenses of the board and the total remuneration paid to the directors during the year.  2007, c. 7, Sched. 7, s. 71. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2007, c. 7, Sched. 7, s. 71 - 01/10/2009
109 (1) The board may establish committees and, subject to subsection (2), may delegate powers and assign duties to those committees.  2007, c. 7, Sched. 7, s. 72. Limitation on delegation (2) The following powers cannot be delegated to a committee of the board: 1. Filling vacancies on the board or the audit committee. 2. Appointing or removing an officer or director of the credit union. 3. Appointing signing officers. 4. Adopting, amending or repealing by-laws. 5. Issuing securities except in the manner and on the terms authorized by the board. 6. Authorizing the payment of a commission upon the sale of shares. 7. Purchasing, redeeming or otherwise acquiring shares issued by the credit union. 8. Approving the financial statements. 9. Authorizing the purchase, sale, lease, exchange or other disposition of material assets. 10. Declaring dividends or patronage returns. 11. Expelling a member.  2007, c. 7, Sched. 7, s. 72. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 72 - 01/10/2009 110 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 111 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 112 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 113 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 114 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 115 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 116 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 117 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 118 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2002, c. 18, Sched. H, s. 3 (6) - 26/11/2002 2006, c. 21, Sched. C, s. 106 (3) - 01/05/2007 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 119 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 120 Repealed:  2007, c. 7, Sched. 7, s. 73. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 73 - 01/10/2009 121 Repealed:  2007, c. 7, Sched. 7, s. 74. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 74 - 01/10/2009 122 Repealed:  2007, c. 7, Sched. 7, s. 74. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 74 - 01/10/2009 123 Repealed:  2007, c. 7, Sched. 7, s. 74. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 74 - 01/10/2009 124 Repealed:  2007, c. 7, Sched. 7, s. 74. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 74 - 01/10/2009 Audit Committee
125 (1) The board of every credit union shall establish an audit committee composed of members appointed by the board from among the directors.  2007, c. 7, Sched. 7, s. 75. Minimum number of members (2) The audit committee must have at least three members.  2007, c. 7, Sched. 7, s. 75. When member ceases to be member (3) A person ceases to be a member of the audit committee of a credit union when he or she ceases to be a director or when he or she resigns from the committee or is replaced by the board.  2007, c. 7, Sched. 7, s. 75. Training (4) Every member of an audit committee shall satisfy such training requirements or qualifications for audit committee members as are established by the credit union.  2007, c. 7, Sched. 7, s. 75. Meetings (5) The audit committee shall hold a meeting no less frequently than once every quarter during each year and meetings may be called by the credit union’s auditor, a member of the audit committee or any director.  2007, c. 7, Sched. 7, s. 75. Quorum (6) A majority of the members of the audit committee constitutes a quorum.  2007, c. 7, Sched. 7, s. 75. Minutes (7) The audit committee shall keep minutes of its meetings.  2007, c. 7, Sched. 7, s. 75. Report to the board (8) The audit committee shall report to the board within 60 days after each committee meeting or at the next board meeting, whichever is earlier, setting out the results of the meeting.  2007, c. 7, Sched. 7, s. 75. Report to the members (9) The audit committee shall report to the members of the credit union at the annual meeting by a report containing such information as may be prescribed.  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009
126 The audit committee has such powers and duties as are set out in this Act, prescribed by the regulations or set out in the by-laws.  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009
127 (1) The audit committee shall promptly notify the board, the credit union’s auditor and the Chief Executive Officer if any of the following matters come to the attention of the committee: 1. Funds, securities or other property of the credit union have been or may have been misappropriated or misdirected. 2. The board, a director, an officer or an employee of the credit union has contravened or failed to comply with this Act, the regulations, the Authority rules or by-laws, or the by-laws of the credit union and the contravention or failure to comply materially affects the credit union. 2019, c. 7, Sched. 16, s. 10. Assistance (2) Subject to the board’s approval, which shall not be unreasonably withheld, the committee may retain one or more persons to assist it in determining whether a misappropriation or misdirection has occurred.  2007, c. 7, Sched. 7, s. 75. Remuneration (3) The committee shall fix the remuneration payable to the persons retained under subsection (2) and the credit union shall pay it.  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 2018, c. 8, Sched. 7, s. 5 - 08/06/2019; 2018, c. 17, Sched. 11, s. 15 - no effect - see 2019, c. 7, Sched. 16, s. 54 - 29/05/2019 2019, c. 7, Sched. 16, s. 10 - 08/06/2019
128 The audit committee may call a meeting of the board to consider a matter of concern to the committee.  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 129 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 130 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 131 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 132 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 133 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 134 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 135 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 136 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2006, c. 21, Sched. C, s. 106 (4) - 01/05/2007 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 137 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 138 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 139 Repealed:  2007, c. 7, Sched. 7, s. 75. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 75 - 01/10/2009 Officers
140 (1) In addition to the chair of the board required under section 94.2, a credit union must have a corporate secretary and a chief executive officer and may have such other officers as are provided for in the by-laws.  2007, c. 7, Sched. 7, s. 76 (1). Same (2) Subject to this Act, the regulations and the by-laws, the board may establish the duties of the credit union’s officers.  1994, c. 11, s. 140 (2). Corporate secretary (3) The board may elect or appoint the corporate secretary from among the directors or may appoint an employee of the credit union as corporate secretary.  1994, c. 11, s. 140 (3). Chief executive officer (3.1) The chief executive officer of a credit union shall be an employee of the credit union appointed by the board.  2007, c. 7, Sched. 7, s. 76 (2); 2018, c. 8, Sched. 7, s. 3. Remuneration (4) Officers are entitled to receive such remuneration and other payments as the board approves.  1994, c. 11, s. 140 (4). Remuneration reported in financial statements (5) A credit union’s annual audited financial statements must disclose the prescribed information about the remuneration paid during the year to the officers and employees of the credit union.  2007, c. 7, Sched. 7, s. 76 (3). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 76 (1-3) - 01/10/2009 2018, c. 8, Sched. 7, s. 3 - 08/06/2019
141 The corporate secretary shall ensure that the records of the by-laws of the credit union and the minutes of board meetings are kept up to date.  1994, c. 11, s. 141. Duties of Directors, Officers and Committee Members
142 (1) Every director, officer, member of a committee or employee of a credit union shall keep confidential all information received by the credit union or by a subsidiary or other affiliate of the credit union that the director, officer, committee member or employee knows or should know is confidential to the credit union or subsidiary or other affiliate.  2007, c. 7, Sched. 7, s. 77. Use of information (2) No director, officer, member of a committee or employee of a credit union shall make use of information referred to in subsection (1) in any transaction in order to obtain, directly or indirectly, a benefit or advantage for any person other than the credit union or a subsidiary or other affiliate of the credit union.  2007, c. 7, Sched. 7, s. 77. Section Amendments with date in force (d/m/y) 2002, c. 18, Sched. H, s. 3 (7) - 26/11/2002 2007, c. 7, Sched. 7, s. 77 - 01/10/2009
143 (1) Every director, officer, member of a committee or employee of a credit union shall keep confidential all information respecting members of the credit union.  2007, c. 7, Sched. 7, s. 77. Exception – consent (2) Despite subsection (1), information respecting a member may be disclosed with the consent of the member.  2007, c. 7, Sched. 7, s. 77. Exceptions (3) Despite subsection (1), a director, officer or member of a committee or an employee authorized by the board may disclose information, (a) to a person acting in a confidential or professional relationship to the credit union, including an employee of a league in which the credit union is a member; (b) to a financial institution with which the credit union has transactions that may involve confidential matters; (c) to another credit union with which the credit union of the director, officer, committee member or employee proposes to amalgamate, for the purposes of the amalgamation, if the credit unions have signed letters of intent to enter into an agreement for the amalgamation; (d) to a person to whom the credit union proposes to sell assets, for the purposes of the sale, if the credit union and the person have signed letters of intent to enter into an agreement of purchase and sale for the sale; (e) to a credit grantor or to a reporting agency, if the disclosure is for the purpose of determining the creditworthiness of the member; (f) to the Chief Executive Officer and the Authority; and (g) to any other person entitled to the information by law.  2007, c. 7, Sched. 7, s. 77; 2019, c. 7, Sched. 16, s. 11. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2007, c. 7, Sched. 7, s. 77 - 01/10/2009 2018, c. 8, Sched. 7, s. 5 - 08/06/2019; 2018, c. 17, Sched. 11, s. 15 - no effect - see 2019, c. 7, Sched. 16, s. 54 - 29/05/2019 2019, c. 7, Sched. 16, s. 11 - 08/06/2019
144 (1) Every director, officer and member of a committee shall exercise the powers and discharge the duties of his or her office honestly, in good faith and in the best interests of the credit union.  2007, c. 7, Sched. 7, s. 78. Standard of care (2) The director, officer or committee member shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  1994, c. 11, s. 144 (2). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 78 - 01/10/2009
145 (1) Every director, officer, member of a committee and employee of a credit union shall comply with this Act, the regulations made under it and the articles and by-laws of the credit union.  2007, c. 7, Sched. 7, s. 79. Same (2) A director, officer, committee member or employee shall comply with any requirements imposed by the Chief Executive Officer under this Act.  1994, c. 11, s. 145 (2); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. No exculpation (3) No provision in any contract, in any resolution or in the by-laws of a credit union relieves a director, officer, committee member or employee from a duty under this section or relieves him or her from liability for a breach of a duty.  1994, c. 11, s. 145 (3). Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2007, c. 7, Sched. 7, s. 79 - 01/10/2009 2018, c. 8, Sched. 7, s. 5 - 08/06/2019 Conflicts of Interest
146 (1) This section applies to every director, officer, member of a committee or employee of a credit union who, (a) is a party to a material contract or proposed material contract with the credit union; (b) is a director or an officer of an entity that is a party to a material contract or proposed material contract with the credit union; (c) has a material interest in a person who is a party to a material contract or proposed material contract with the credit union; or (d) is a spouse, parent or child of an individual who is a party to a material contract or proposed material contract with the credit union.  2007, c. 7, Sched. 7, s. 80; 2021, c. 4, Sched. 11, s. 5 (3). Same (2) The director, officer, committee member or employee shall disclose, in writing, to the credit union or ask to have the nature and extent of his or her interest entered in the minutes of board meetings.  2007, c. 7, Sched. 7, s. 80. Time of disclosure, director (3) A director shall make the disclosure, (a) at the board meeting at which a proposed contract is first considered; (b) if the director was not then interested in a proposed contract, at the first meeting after the director becomes so interested; (c) if the director becomes interested after a contract is made, at the first meeting after the director becomes so interested; or (d) if a person who is interested in a contract later becomes a director, at the first meeting after he or she becomes a director.  2007, c. 7, Sched. 7, s. 80. Same, officer or committee member (4) An officer, committee member or employee shall make the disclosure, (a) promptly after he or she becomes aware that a proposed contract is to be considered or a contract has been considered at a board meeting; (b) if he or she becomes interested after a contract is made, promptly after becoming so interested; (c) if a person who is interested in a contract later becomes an officer, committee member or employee, promptly after becoming an officer, committee member or employee.  2007, c. 7, Sched. 7, s. 80. Same, no board approval (5) If a material contract or proposed material contract is one that, in the ordinary course of business of the credit union, would not require approval by the board or the members, the director, officer, committee member or employee shall make the disclosure promptly after becoming aware of the contract or proposed contract.  2007, c. 7, Sched. 7, s. 80. Continuing disclosure (6) A general notice to the board by a director, officer, committee member or employee declaring that he or she is a director or officer of an entity, or has a material interest in a person, and is to be regarded as interested in any contract made with that entity or person, is sufficient disclosure of an interest in relation to any contract so made.  2007, c. 7, Sched. 7, s. 80. Section Amendments with date in force (d/m/y) 1999, c. 6, s. 19 (4) - 01/03/2000 2005, c. 5, s. 18 (4) - 9/03/2005 2007, c. 7, Sched. 7, s. 80 - 01/10/2009 2021, c. 4, Sched. 11, s. 5 (3) - 19/04/2021
147 (1) A director to whom section 146 applies shall not be present at any meeting while the contract is being discussed or vote on, or attempt to influence the voting on, any resolution to approve the contract.  2007, c. 7, Sched. 7, s. 81. Exception (2) Subsection (1) does not apply if the contract is, (a) an arrangement by way of security for money lent to or obligations undertaken by the director for the benefit of the credit union or a subsidiary of it; (b) a contract relating primarily to the director’s remuneration as a director or as a member of a committee or an officer, employee or agent of the credit union or a subsidiary of it or an entity controlled by it; (c) a contract for indemnity under section 157 or for insurance under section 156; or (d) a contract with a subsidiary of the credit union.  2007, c. 7, Sched. 7, s. 81. (3) Repealed:  2007, c. 7, Sched. 7, s. 81. Ineligibility (4) A director who knowingly contravenes subsection (1) ceases to hold office as a director and is not eligible, for a period of five years after the date on which the contravention occurred, for election or appointment as a director of any financial institution that is incorporated or formed by or under an Act of the Province of Ontario.  1994, c. 11, s. 147 (4). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 81 - 01/10/2009
148 (1) If a director, officer, committee member or employee made a required disclosure in respect of a contract referred to in subsection 146 (1), the contract was approved by the board or by the members of the credit union and the contract was reasonable and fair to the credit union at the time it was approved, the contract is neither void nor voidable by reason only, (a) of the relationship between the person or entity and the director, officer, committee member or employee; or (b) that an interested director is present at or is counted to determine the presence of a quorum at the board meeting that authorized the contract.  2007, c. 7, Sched. 7, s. 82. Application to court (2) If a director, officer, committee member or employee of a credit union fails to disclose an interest in a material contract in accordance with section 146, a court may, on the application of the credit union or a member of the credit union, set aside the contract on such conditions as the court thinks fit.  2007, c. 7, Sched. 7, s. 82. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 82 - 01/10/2009
149 (1) This section applies with respect to a person who is a director of a credit union or a member of a committee.  2007, c. 7, Sched. 7, s. 83. Same (2) The person or a partnership or corporation from which the person receives compensation shall not act, for compensation, in a professional capacity in respect of business matters related to the credit union.  1994, c. 11, s. 149 (2). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 83 - 01/10/2009
149.1 An officer or employee of a credit union shall not act as a trustee with respect to a deposit with the credit union or any other business or transaction with the credit union unless the beneficiary is a related person of the officer or employee.  2007, c. 7, Sched. 7, s. 84. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 84 - 01/10/2009 Miscellaneous
150 An act by a director, officer or member of a committee is not invalid by reason only of a defect discovered afterward in his or her appointment, election or qualification.  2007, c. 7, Sched. 7, s. 85. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 85 - 01/10/2009
151 (1) Every director, officer or employee of a credit union who receives or has charge of money shall, on assuming his or her duties, furnish to the credit union a bond of an insurer licensed under the Insurance Act to write surety and fidelity insurance.  2007, c. 7, Sched. 7, s. 85. Bond (2) The bond must be for an amount equal to or greater than the amount that is prescribed or determined in the prescribed manner, and must satisfy such conditions as may be prescribed.  2007, c. 7, Sched. 7, s. 85. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 85 - 01/10/2009
152 A liability imposed under this Act upon a director, officer or member of a committee is in addition to any other liability that is by law imposed upon him or her.  2007, c. 7, Sched. 7, s. 85. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 85 - 01/10/2009
153 (1) The directors of a credit union who vote for or consent to a resolution of the directors authorizing the issue of shares contrary to subsection 59 (1), or the issue of subordinated indebtedness contrary to section 186 for a consideration other than money are jointly and severally liable to the credit union to make good any amount by which the consideration is less than the fair market value that the credit union would have received if the share or subordinated indebtedness had been issued for money on the date of the resolution. Further liabilities (2) The directors of a credit union who vote for or consent to a resolution of the directors authorizing, (a) a redemption or purchase of shares; (b) a reduction of capital; (c) a payment of a dividend; (d) the payment of an indemnity; or (e) any transaction with a restricted party, contrary to this Act, are jointly and severally liable to restore to the credit union any amounts so distributed or paid and not otherwise recovered by the credit union and any amounts in relation to any loss suffered by the credit union.  1994, c. 11, s. 153.
154 (1) A director who has satisfied a judgment in relation to the director’s liability under section 153 is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded. Recovery (2) A director who is liable under section 153 is entitled to apply to a court for an order compelling a member, shareholder or other person to pay or deliver to the director, (a) any money or property that was paid or distributed to the member, shareholder or other person contrary to this Act; or (b) an amount equal to the value of the loss suffered by the credit union as a result of any transaction contrary to Part IX or the regulations made under that Part. Court order (3) Where an application is made to a court under subsection (2), the court may, where it is satisfied that it is equitable to do so, (a) order a member, shareholder, or other person to pay or deliver to a director any money or property that was paid or distributed to the member, shareholder or other person contrary to this Act or any amount referred to in clause (2) (b); (b) order a credit union to return or issue membership shares or shares to a member or shareholder from whom the credit union has purchased, redeemed or otherwise acquired membership shares or shares; or (c) make any further order it thinks fit.  1994, c. 11, s. 154.
155 (1) A director, officer, member of a committee or an employee of a credit union is not liable under section 153 or 209.1 and has fulfilled their duty under section 145 if they exercised the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, including reliance in good faith on, (a) financial statements of the credit union represented to them by an officer of the credit union or in a written report of the auditor of the credit union fairly to reflect the financial condition of the credit union; or (b) a report of an accountant, lawyer or other professional person whose profession lends credibility to a statement made by the person.  2007, c. 7, Sched. 7, s. 86. Same (2) A director, officer or member of a committee of a credit union has fulfilled their duty under section 144 if they relied in good faith on, (a) financial statements of the credit union represented to them by an officer of the credit union or in a written report of the auditor of the credit union fairly to reflect the financial condition of the credit union; or (b) a report of an accountant, lawyer or other professional person whose profession lends credibility to a statement made by the person.  2007, c. 7, Sched. 7, s. 86. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 86 - 01/10/2009
156 (1) A credit union may purchase and maintain insurance for the benefit of an eligible person as defined in section 157 against any liability incurred by the person in his or her capacity as, (a) a director, officer or member of a committee; or (b) a director or officer of another entity if the person acts or acted in that capacity at the credit union’s request. Exception (2) Subsection (1) does not apply if the liability relates to the person’s failure to act honestly, in good faith and in the best interests of the credit union.  1994, c. 11, s. 156.
158 (1) A credit union or an eligible person under section 157 may apply to a court for an order approving an indemnity under that section and the court may so order and make any further order it thinks fit.  1994, c. 11, s. 158 (1). Notice (2) The applicant shall give the Chief Executive Officer written notice of the application.  1994, c. 11, s. 158 (2); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Other notice (3) The court may order notice to be given to any interested person.  1994, c. 11, s. 158 (3). Right to participate (4) The Chief Executive Officer and each interested person is entitled to appear and to be heard at the hearing of the application in person or by counsel.  1994, c. 11, s. 158 (4); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2018, c. 8, Sched. 7, s. 5 - 08/06/2019 Auditor
159 (1) At their first general meeting, the members of a credit union shall appoint an auditor to hold office until the close of the first annual meeting but, if the members fail to do so, the board shall promptly make the appointment.  1994, c. 11, s. 159 (1). Same (2) At each annual meeting, the members of a credit union shall appoint an auditor to hold office until the close of the next annual meeting but, if the members fail to do so, the auditor in office continues in office until a successor is appointed.  1994, c. 11, s. 159 (2). Vacancy (3) In the event the office of auditor becomes vacant before the end of the incumbent auditor’s term of office, the board may appoint an auditor to hold office until the close of the next annual meeting.  2007, c. 7, Sched. 7, s. 88. Appointment by the Chief Executive Officer (4) If no auditor is appointed under subsection (1) or (2), the Chief Executive Officer may require the board to appoint an auditor to hold office until the close of the next annual meeting.  1994, c. 11, s. 159 (4); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Notice of appointment (5) The credit union shall promptly notify the auditor in writing of the appointment.  1994, c. 11, s. 159 (5). Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2007, c. 7, Sched. 7, s. 88 - 01/10/2009 2018, c. 8, Sched. 7, s. 5 - 08/06/2019
160 (1) An individual or firm of accountants is qualified to be an auditor of a credit union if, (a) in the case of an individual, the person is an accountant who, (i) is licensed under the Public Accounting Act, 2004, (ii) is ordinarily resident in Canada, and (iii) is independent of the credit union; and (b) in the case of a firm of accountants, the member or employee of the firm jointly designated by the firm and the credit union to conduct the audit of the credit union on behalf of the firm is qualified in accordance with clause (a).  1994, c. 11, s. 160 (1); 2004, c. 8, s. 46. Independence (2) For purposes of subsection (1), (a) independence is a question of fact; and (b) a person is not independent of a credit union, (i) if that person, any partner of that person or any member of a firm of accountants of which that person is an employee, (A) is a director, officer, committee member or employee of the credit union, a subsidiary of the credit union or the Authority, (B) is a business partner of any director, officer, committee member or employee of the credit union or a subsidiary of the credit union, (C) beneficially owns or controls, directly or indirectly, a material interest in the shares of a credit union or of any subsidiary of the credit union, or (D) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of the credit union or of any subsidiary of the credit union within the two years immediately preceding the person’s proposed appointment as an auditor of the credit union, other than a subsidiary of the credit union acquired pursuant to section 197, or (ii) if the firm of accountants of which that person is an employee, (A) beneficially owns or controls, directly or indirectly, a material interest in the shares of a credit union or of any subsidiary of the credit union, or (B) has been a liquidator, trustee in bankruptcy, receiver or receiver and manager of the credit union or of any subsidiary of the credit union within the two years immediately preceding the person’s proposed appointment as an auditor of the credit union, other than a subsidiary of the credit union acquired pursuant to section 197.  1994, c. 11, s. 160 (2); 2007, c. 7, Sched. 7, s. 89; 2019, c. 7, Sched. 16, s. 49. Section Amendments with date in force (d/m/y) 2004, c. 8, s. 46, Table
- 01/11/2005 2007, c. 7, Sched. 7, s. 89 - 01/10/2009 2018, c. 17, Sched. 11, s. 15 - no effect - see 2019, c. 7, Sched. 16, s. 54 - 29/05/2019 2019, c. 7, Sched. 16, s. 49 - 08/06/2019
161 The following persons are not eligible to be appointed as a receiver, a receiver and manager or a liquidator of a credit union: 1. A person who is or has been an auditor of the credit union within the two years preceding the proposed appointment. 2. A partner or employer of the person described in paragraph 1. 3. A person who is a spouse, child or parent of the person described in paragraph 1.  1994, c. 11, s. 161; 1999, c. 6, s. 19 (5); 2005, c. 5, s. 18 (5); 2021, c. 4, Sched. 11, s. 5 (4). Section Amendments with date in force (d/m/y) 1999, c. 6, s. 19 (5) - 01/03/2000 2005, c. 5, s. 18 (5) - 9/03/2005 2021, c. 4, Sched. 11, s. 5 (4) - 19/04/2021
162 The board shall fix the remuneration of the auditor.  1994, c. 11, s. 162.
163 (1) A person, other than the incumbent auditor, is not eligible to be appointed as auditor unless, at least fifteen days before the meeting at which the auditor is to be appointed, a member has given notice to the credit union of an intention to nominate the person for auditor. Notice re nomination (2) The credit union shall send a copy of the member’s notice to the incumbent auditor and to the proposed nominee and shall notify the members of the credit union of the proposed nomination. Right to make representations (3) The incumbent auditor is entitled to give the credit union written representations concerning the proposal not to reappoint the auditor. Circulation of representations (4) If the incumbent auditor gives the representations to the credit union at least three days before notice of the meeting is to be mailed, the credit union shall, at its own expense, forward a copy of the representations together with the notice of the meeting to each member entitled to receive the notice.  1994, c. 11, s. 163.
164 (1) The members of a credit union may remove an auditor before the auditor’s term of office expires.  1994, c. 11, s. 164 (1). Vote (2) An auditor is removed from office by a resolution passed by a majority of the votes cast at a general meeting of members duly called for that purpose.  1994, c. 11, s. 164 (2). Notice to auditor (3) The credit union shall, at least fifteen days before mailing the notice of the meeting, give the following material to the auditor before calling the general meeting: 1. Written notice of the intention to call the meeting and of the date on which the notice of the meeting is to be mailed. 2. A copy of all material proposed to be sent to members in connection with the meeting.  1994, c. 11, s. 164 (3). Right to make representations (4) The auditor is entitled to give the credit union written representations concerning the proposal to remove the auditor.  1994, c. 11, s. 164 (4). Circulation of representations (5) If the auditor gives the representations to the credit union at least three days before notice of the meeting is to be mailed, the credit union shall, at its own expense, forward a copy of the representations together with the notice of the meeting to each member entitled to receive the notice.  1994, c. 11, s. 164 (5). Replacement (6) If the members remove the auditor from office, they shall appoint another auditor at the same meeting to hold office for the remainder of the auditor’s term.  2007, c. 7, Sched. 7, s. 90. Vote (7) The auditor appointed under subsection (6) must be appointed by a resolution passed by a majority of the votes cast at the meeting.  2007, c. 7, Sched. 7, s. 90. Report (8) For purposes of paragraph 2 of subsection (3), the material must include a report setting out the circumstances and the reasons for the removal of the auditor.  1994, c. 11, s. 164 (8). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 90 - 01/10/2009
165 A credit union shall promptly notify the Chief Executive Officer when an auditor resigns, is replaced or is removed from office and shall inform the Chief Executive Officer of the reasons. 2019, c. 7, Sched. 16, s. 12. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2007, c. 7, Sched. 7, s. 91 - 01/10/2009 2018, c. 8, Sched. 7, s. 5 - 08/06/2019; 2018, c. 17, Sched. 11, s. 15 - no effect - see 2019, c. 7, Sched. 16, s. 54 - 29/05/2019 2019, c. 7, Sched. 16, s. 12 - 08/06/2019
166 (1) A credit union shall take all necessary steps to ensure that its auditor is duly appointed as the auditor of each of its subsidiaries unless the Chief Executive Officer authorizes another person to act as auditor of a subsidiary.  1994, c. 11, s. 166 (1); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Exception (2) If a person is appointed as auditor by a body corporate before it becomes a subsidiary of a credit union, the person may complete the term of the appointment.  1994, c. 11, s. 166 (2). Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2018, c. 8, Sched. 7, s. 5 - 08/06/2019 Rights and Duties of Auditors
167 (1) The auditor of a credit union has a right of access at all times to all records and documents of the credit union.  2007, c. 7, Sched. 7, s. 92. Same (2) The auditor is entitled to require from the board, directors, officers, employees and agents of the credit union such information and explanations as the auditor considers necessary to enable the auditor to make such reports as are required under this Act.  2007, c. 7, Sched. 7, s. 92. Same (3) On the request of the auditor, the former directors, officers, employees or agents of the credit union shall, to the extent that they are reasonably able to do so, provide such information and explanations as are, in the opinion of the auditor, necessary to enable the auditor to perform the auditor’s duties.  1994, c. 11, s. 167 (3). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 92 - 01/10/2009
168 (1) The auditor is entitled, (a) to attend any meeting of members or shareholders of the credit union; (b) to receive all notices and other communications relating to a meeting that a member or shareholder is entitled to receive; and (c) to be heard at a meeting on any part of the business of the meeting that concerns him or her as auditor. Required attendance (2) A member of a credit union who is entitled to vote at a meeting of members may require the auditor to attend such a meeting and the auditor shall do so at the credit union’s expense. Notice (3) The member must give written notice to the credit union at least five days before the meeting that the member wishes the auditor to attend.  1994, c. 11, s. 168.
170 If the auditor is present at a meeting of members or shareholders, the auditor shall answer inquiries directed to the auditor concerning the basis for the auditor’s report under section 169.  2007, c. 7, Sched. 7, s. 94. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 94 - 01/10/2009
171 (1) The Chief Executive Officer may, in writing, require that the auditor of a credit union, (a) report to the Chief Executive Officer on the extent of the auditor’s procedures in the examination of the credit union’s financial statements; (b) enlarge or extend the scope of that examination; or (c) perform any other specific procedure.  1994, c. 11, s. 171 (1); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Same (2) The auditor shall comply with any direction by the Chief Executive Officer under subsection (1) and report to the Chief Executive Officer and to such other persons as the Chief Executive Officer may direct the results of the extended examination or a specified procedure.  1994, c. 11, s. 171 (2); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Special examination (3) The Chief Executive Officer may, in writing, require that the auditor make an examination relating to the adequacy of the procedures adopted by the credit union for the safety of its creditors, members and shareholders, or any other examination that the public interest may require.  1994, c. 11, s. 171 (3); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Same (4) The auditor shall report the results of an examination to the Chief Executive Officer or to such persons as the Chief Executive Officer may direct.  1994, c. 11, s. 171 (4); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Special examination by auditor appointed by Chief Executive Officer (5) The Chief Executive Officer may direct that a special audit of a credit union be made if, in the opinion of the Chief Executive Officer, it is necessary and may appoint, for that purpose, an auditor qualified pursuant to subsection 160 (1).  1994, c. 11, s. 171 (5); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Expenses payable by credit union (6) The credit union shall pay the expenses of an examination or audit referred to in this section after the expenses have been approved, in writing, by the Chief Executive Officer.  1994, c. 11, s. 171 (6); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2018, c. 8, Sched. 7, s. 5 - 08/06/2019 171.1 Repealed: 2019, c. 7, Sched. 16, s. 14. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 95 - 01/10/2009 2018, c. 8, Sched. 7, s. 5 - 08/06/2019; 2018, c. 17, Sched. 11, s. 15 - no effect - see 2019, c. 7, Sched. 16, s. 54 - 29/05/2019 2019, c. 7, Sched. 16, s. 14 - 08/06/2019
172 (1) The auditor of a credit union shall report in writing to the chair of the board and to the audit committee of the credit union any transaction or conditions that have come to the auditor’s attention adversely affecting the credit union that, in the auditor’s opinion, are not satisfactory and require rectification.  2007, c. 7, Sched. 7, s. 96 (1). Same (2) Without restricting the generality of subsection (1), the auditor shall report on, (a) transactions of the credit union that, in the auditor’s opinion, have not been within the powers of the credit union; (b) loans made by the credit union to any person the aggregate amount of which exceeds one half of one per cent of the total assets of the credit union and in respect of which, in the auditor’s opinion, loss to the credit union is likely to occur; or (c) any circumstances that indicate that there may have been a contravention of this Act or the regulations.  1994, c. 11, s. 172 (2); 2007, c. 7, Sched. 7, s. 96 (2). Same (3) If a report is made with respect to loans described in clause (2) (b), it is not necessary to report those loans again unless, in the opinion of the auditor, the amount of the loss likely to occur has increased.  1994, c. 11, s. 172 (3). Transmission of report (4) If an auditor reports under this section, (a) the auditor shall transmit the report, in writing, to the chair of the board and to the audit committee; (b) the report shall be presented at the first meeting of directors following its receipt; (c) the report shall be incorporated in the minutes of that meeting; and (d) the auditor shall, at the time of transmitting the report pursuant to clause (a), provide the Chief Executive Officer with a copy of the report.  1994, c. 11, s. 172 (4); 1997, c. 28, s. 53; 2007, c. 7, Sched. 7, s. 96 (3, 4); 2019, c. 7, Sched. 16, s. 15. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2007, c. 7, Sched. 7, s. 96 (1-4) - 01/10/2009 2018, c. 8, Sched. 7, s. 5 - no effect - see 2019, c. 7, Sched. 16, s. 15 - 08/06/2019; 2018, c. 17, Sched. 11, s. 15 - no effect - see 2019, c. 7, Sched. 16, s. 54 - 29/05/2019 2019, c. 7, Sched. 16, s. 15 - 08/06/2019 PART VIII   BUSINESS POWERS Permitted Business Activities
173 Subject to this Act, a credit union shall not engage in or carry on a business or business activity other than the following businesses, business activities and such others as may be authorized by this Act or prescribed: 1. Provide financial services primarily to its members, depositors, subsidiaries and affiliates. 2. Hold and deal with real property. 3. Act as a custodian of property on behalf of its members, depositors, subsidiaries and affiliates. 4. Provide administrative, educational, promotional, technical, research and consultative services to its members, depositors, subsidiaries and affiliates. 5. Make loans to officers and employees of the credit union.  1994, c. 11, s. 173; 2007, c. 7, Sched. 7, s. 97. 6., 7.  Repealed:  2007, c. 7, Sched. 7, s. 97. 1994, c. 11, s. 173; 2007, c. 7, Sched. 7, s. 97. Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 97 - 01/10/2009 Restrictions on Powers
174 (1) A credit union shall not deal in goods or engage in any trade or business except as authorized by this Act or as prescribed.  2007, c. 7, Sched. 7, s. 98 (1). Same (2) Despite subsection (1), a credit union may, with the Chief Executive Officer’s written approval, deal in goods or engage in any trade or business that is reasonably ancillary to the provision of financial services.  1994, c. 11, s. 174 (2); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5, 6. Prohibition re financial services (3) A credit union shall not provide financial services prescribed as prohibited.  2007, c. 7, Sched. 7, s. 98 (2). Networking (4) Subject to this Act, a credit union may act as an agent for a subsidiary or other prescribed persons or entities in respect of the provision of services to the credit union’s members, depositors, affiliates and other subsidiaries and refer members, depositors, affiliates or subsidiaries to one of its subsidiaries or other prescribed persons or entities.  1994, c. 11, s. 174 (4). Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2007, c. 7, Sched. 7, s. 98 (1, 2) - 01/10/2009 2018, c. 8, Sched. 7, s. 5, 6 - 08/06/2019
175 (1) A credit union shall not be a general partner in a limited partnership or a partner in any other partnership.  1994, c. 11, s. 175 (1). Exception (2) Despite subsection (1), the Chief Executive Officer may authorize a credit union to become a general partner in a limited partnership or a partner in another partnership.  1994, c. 11, s. 175 (2); 1997, c. 28, s. 53; 2018, c. 8, Sched. 7, s. 5. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 53 - 01/07/1998 2018, c. 8, Sched. 7, s. 5 - 08/06/2019
176 (1) A credit union may undertake the business of insurance or act as an agent for any person in placing insurance only to the extent permitted by the regulations. Savings (2) Nothing in this section precludes a credit union from, (a) requiring insurance to be placed by a member for the security of the credit union; or (b) obtaining group insurance for its employees, its members or the employees of a subsidiary. Same (3) Nothing in this section precludes a league from obtaining group insurance for its employees, its members or the employees of its members or of a subsidiary. No pressure (4) A credit union shall not exercise pressure on a member to place insurance for the security of the credit union with any particular insurance company. Insurance requirement (5) A credit union may require that any insurance chosen by a member meet with its approval. Same (6) The approval required under subsection (5) shall not be unreasonably withheld. Interpretation (7) For the purpose of this section, the business of insurance includes the issuing of an annuity where the liability thereon is contingent on the death of a person.  1994, c. 11, s. 176.
177 A credit union may undertake fiduciary activities only to the extent permitted by the regulations.  1994, c. 11, s. 177.