jswizzle3737/ontario_laws_and_regs huggingface dataset:
Review of order
119. (1) A credit union may apply to the Commercial Registration Appeal Tribunal for a review of any order of the Corporation under subsection 117(1) within thirty days after the making of the order and the delivery of a copy thereof to an officer of the credit union. Stay (2) The order of the Corporation takes effect immediately, but the Tribunal may grant a stay until the review is disposed of. Hearing (3) The Tribunal shall fix a time and place for a hearing of the application and shall at least ten days before the day fixed cause notice thereof to be served upon the applicant, the Corporation, the Director and any other person appearing to the Tribunal to have an interest in the application. Parties (4) Every person upon whom notice of the hearing is served and any other person added by the Tribunal are parties to the proceeding. Powers of Tribunal (5) The Tribunal shall hold the hearing and may by order direct the Corporation to take such action as the Tribunal considers proper or to refrain from taking any action specified in the order and thereupon the Corporation shall act accordingly. Further decision (6) Despite the order of the Tribunal, the Corporation has power to make any further reports and orders on new material or where there is a material change in the circumstances, and any such further order is subject to review under this section. R.S.O. 1980, c.102, s.118. Winding up
Definition
120. In sections 121 to 129, “contributory” means a person who is liable to contribute to the property of a credit union in the event of the credit union being wound up under this Act. (“contribuable”) R.S.O. 1980, c.102, s.119.
Dissolution by the Minister
123. (1) The Director, after the credit union has been given an opportunity to be heard by the Director, may recommend to the Minister that an order be made dissolving a credit union if he or she is satisfied that, (a) its incorporation was obtained by fraud or mistake; (b) it exists for an illegal purpose; (c) the number of its members is reduced to fewer than twenty; (d) it is not carrying on business or is not in operation; or (e) it has contravened this Act or the regulations. Notice to credit union (2) Where the Director recommends to the Minister that an order be made dissolving a credit union, a copy of the recommendations and the reasons therefor shall be delivered to the credit union. Submissions to Minister (3) The credit union may, within fifteen days after receiving the copy of recommendations and reasons of the Director under subsection (2), make written submissions to the Minister in respect thereof. Order for dissolution (4) After considering the recommendations of the Director and the submissions, if any, of the credit union, the Minister may, in his or her discretion, order that the credit union be dissolved and, if necessary, shall appoint a liquidator to carry out the dissolution. Liquidation (5) The liquidator shall proceed to wind up the credit union and subsections 121(7) to (17) apply thereto, except that no approval of the members of the credit union is required thereunder. Director to report (6) The Director upon being satisfied that the affairs of the credit union have been duly liquidated shall so report to the Minister. Order declaring dissolution (7) The Minister may by order declare that the credit union has been dissolved on such date as the order fixes and shall cause notice of the dissolution to be given in The Ontario Gazette. R.S.O. 1980, c.102, s.122.
Liability of members to creditors
124. (1) Despite the dissolution of a credit union, each of the members among whom its property has been distributed other than the refunds of deposits, remains liable to its creditors to the extent of the amount received by the member upon the distribution, and an action in a court of competent jurisdiction to enforce such liability may be brought against the member within two years from the date of the dissolution and not thereafter. Action against one member as representing class (2) Where there are numerous members, the court referred to in subsection (1) may permit an action to be brought against one or more members as representatives of the class and, if the plaintiff establishes the plaintiff’s claim as creditor, may make an order of reference and add as parties in the referee’s office all such members as are found, and the referee shall determine the amount that each should contribute towards the plaintiff’s claim and may direct payment of the sums so determined. R.S.O. 1980, c.102, s.123.
Forfeiture of undisposed property
125. Subject to section 124, any real or personal property of a credit union that has not been disposed of at the date of its dissolution is forfeit to the Ontario Share and Deposit Insurance Corporation. R.S.O. 1980, c.102, s.124.
Responsibilities of liquidator
126. Upon a winding up of a credit union, (a) the liquidator shall apply the property of the credit union in satisfaction of all its debts, obligations and liabilities, and, subject thereto, shall distribute any remaining property rateably among the members according to their rights and interests in the credit union; (b) in distributing the property of the credit union, debts due to the employees of the credit union for services performed due at the commencement of the winding up or within one month before, not exceeding three months wages and accumulated sickness benefits or vacation pay accrued for not more than twelve months, shall be paid in priority to the claims of the ordinary creditors, and such persons shall rank as ordinary creditors for any additional amount of their claims for wages; (c) all the powers of the board of directors of a credit union being wound up cease upon the appointment of a liquidator except to the extent that the liquidator may permit the continuance of these powers for the purpose of assisting the winding-up proceedings. R.S.O. 1980, c.102, s.125.
Distribution of property
127. Section 53 of the Trustee Act applies with necessary modifications to liquidators. R.S.O. 1980, c.102, s.126.
Payment of costs and expenses
128. The costs, charges and expenses of the winding up including the remuneration of the liquidator are payable out of the property of the credit union in priority to all other claims. R.S.O. 1980, c.102, s.127.
Notice of winding-up proceedings
130. Where proceedings are taken under the Winding-up Act (Canada) in respect of a credit union, the secretary of the credit union shall send notice thereof to the Director by registered mail. R.S.O. 1980, c.102, s.129. Amalgamations
Amalgamation of credit unions
131. (1) Any two or more credit unions may amalgamate and continue as one credit union. Amalgamation agreement (2) The credit unions proposing to amalgamate shall enter into an agreement for the amalgamation prescribing the terms and conditions of the amalgamation, the mode of carrying the amalgamation into effect, and, in particular, the agreement shall set out, (a) the name of the amalgamated credit union; (b) the limitation on membership in the amalgamated credit union; (c) the name in full, callings and places of residence of the first directors of the amalgamated credit union; (d) the time and manner of election of subsequent directors of the amalgamated credit union; (e) the par value of each share of the amalgamated credit union; (f) the manner of converting the share capital of each of the amalgamating credit unions into that of the amalgamated credit union; (g) such other details as are necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated credit union. Filing of agreement (3) Within one month after the agreement is signed, the parties shall file with the Director, in triplicate, true copies of the amalgamation agreement. Submission to members of credit unions (4) The agreement is subject to the approval of the Director, and to adoption by a vote of two-thirds of the votes cast at a meeting of each of the amalgamating credit unions called for the purpose of considering the agreement within one month after the approval of the Director is given and, when so adopted, the fact shall be certified upon the agreement by the secretary of each of the amalgamating credit unions under the corporate seal. Application for certificate of amalgamation (5) If the agreement is adopted in accordance with subsection (4), the amalgamating credit unions may apply jointly to the Minister for a certificate of amalgamation. Certificate of amalgamation (6) The Minister may, in his or her discretion, issue a certificate of amalgamation, and on and after the date of the certificate such amalgamating credit unions are amalgamated and are continued as one credit union under the name set forth in the certificate, and the amalgamated credit union possesses all the property, rights, privileges and franchises and is subject to all the liabilities, contracts, disabilities and debts of each of the amalgamating credit unions. Notice (7) The Minister shall cause notice of the issue of the certificate of amalgamation to be given in The Ontario Gazette and to the Director. R.S.O. 1980, c.102, s.130.
Sale and purchase of assets
132. (1) A credit union may sell all or any part of its assets to another credit union or it may purchase all or any part of the assets of another credit union in accordance with this section. Agreement (2) The agreement of purchase and sale is subject to the approval of the Director. Purchase price (3) The purchasing credit union may assume, as part of the purchase price, any or all of the liabilities of the selling credit union and may pay the balance in cash or by the issue of shares or promissory notes to the selling credit union or the members thereof whether or not such members are members of the purchasing credit union. Approval by members (4) The agreement as approved by the Director is subject to the approval of the members of each of the credit unions by at least a two-thirds vote of the members present at each meeting, and the secretary of each credit union shall certify on the agreement that it has been so approved and shall forward a copy of the agreement so certified to the Director. Effect of approval (5) Upon the approval of the members of each of the credit unions, the agreement is binding on each of the credit unions and the sale shall thereafter be completed as of the effective date specified in the agreement. Effective date (6) In the event the agreement does not specify an effective date, the Director may fix a date upon which it will become effective. Where all assets disposed of (7) If the selling credit union has disposed of all its assets under the agreement, it shall cease to carry on business on the effective date of the agreement, except for the purpose of winding up its affairs, and it shall dissolve as soon as possible thereafter. Where approval deemed given (8) If the total assets of the selling credit union are less than 15 per cent of the total assets of the purchasing credit union, the membership of the purchasing credit union shall be deemed to have given approval to the transaction. R.S.O. 1980, c.102, s.131. REORGANIZATION   Amendment of Articles
Amendments
133. (1) Subject to sections 134 and 135, a credit union may from time to time amend its articles of incorporation to, (a) limit or otherwise vary its powers; (b) change its name; (c) provide for any other matter that is authorized by this Act to be set out in the articles or that could be subject to a by-law of the credit union. Authorization (2) An amendment under subsection (1) shall be authorized by special resolution and such further authorization as the by-laws provide. R.S.O. 1980, c.102, s.132.
Articles of amendment
134. The credit union shall deliver to the Minister, within six months after the special resolution has been confirmed by the members, articles of amendment in duplicate, executed under the seal of the credit union and signed by two officers, or by one director and one officer, of the credit union and verified by affidavit of one of the officers or directors signing the articles of amendment, setting out, (a) the name of the credit union; (b) a certified copy of the special resolution; (c) that the amendment has been duly confirmed and authorized as required by section 133; and (d) the date of the confirmation of the special resolution by the members. R.S.O. 1980, c.102, s.133.
Certificate of amendment
135. (1) If the articles of amendment conform to law, the Minister shall, when all prescribed fees have been paid, (a) endorse on each duplicate of the articles of amendment the word “Filed/Déposé” and the day, month and year of the filing thereof; (b) file one of the duplicates in the Minister’s office; and (c) issue to the corporation or its agent a certificate of amendment to which the Minister shall affix the other duplicate. Effect of certificate (2) The amendment becomes effective upon the date set forth in the certificate of amendment and the articles of incorporation are amended accordingly. R.S.O. 1980, c.102, s.134. Restatement of Articles
Restatement of articles
136. (1) Subject to subsections (2) and (3), a credit union may at any time restate its articles of incorporation as theretofore amended. Filing of restatement (2) The credit union shall deliver to the Minister the restated articles in duplicate, executed under the seal of the credit union and signed by two officers, or by one director and one officer, of the credit union and verified by affidavit of one of the officers or directors signing the restated articles, setting out, (a) all the provisions that are then set out in the original articles of incorporation as theretofore amended; and (b) a statement that the restated articles correctly set out without change the corresponding provisions of the original articles as theretofore amended. Certificate of restatement (3) If the restated articles of incorporation conform to law, the Minister shall, when all prescribed fees have been paid, (a) endorse on each duplicate of the restated articles the word “Filed/Déposé” and the day, month and year of the filing thereof; (b) file one of the duplicates in the Minister’s office; and (c) issue to the credit union or its agent a restated certificate of incorporation to which the Minister shall affix the other duplicate. Effect of certificate (4) The restated articles of incorporation become effective upon the date set forth in the restated certificate and supersede the original articles of incorporation and all amendments thereto. R.S.O. 1980, c.102, s.135. Returns and Inspections
Annual statements
137. (1) A credit union shall, not later than four months after the end of its fiscal year, deliver to the Director, in the form prescribed by the regulations, a statement of operations, a balance sheet and the auditor’s report, if any, and the statements shall also contain such other information as to compliance with this Act and the regulations as the Director requires. Information for Director (2) A credit union shall furnish the Director with such statements with respect to its business, finances and other affairs and with such other information as the Director requires and the board of directors, officers and employees shall cause their books and records to be open for inspection and otherwise facilitate any examination. Verification (3) The statement and other information required shall be certified by the supervisory committee and the president and by the treasurer or manager. R.S.O. 1980, c.102, s.136.
Inspection by appointee of Director
138. When the Director is required or authorized by this Act to make an examination, inspection or investigation, he or she may appoint in writing a duly qualified member of the Director’s staff to make such examination, inspection or investigation on his or her behalf. R.S.O. 1980, c.102, s.137.
Examination
139. (1) The Director or any person authorized in writing by the Director shall review the annual statements received by the Director and the Director shall be given such additional information as he or she requires by both the Ontario Share and Deposit Insurance Corporation and the credit union and he or she may visit the head office of each credit union and may inspect and examine into the conditions and affairs of any credit union and shall be given access to all books, records and other documents and may make such inquiries as are necessary to ascertain its condition and ability to provide for the payment of its liabilities as they become due, and whether or not it has complied with this Act. Report to Corporation (2) Where the Director considers it necessary and believes on reasonable and probable grounds that a credit union is unable to provide for the payment of its liabilities as they become due the Director shall immediately report thereon in writing to the Ontario Share and Deposit Insurance Corporation. Further examination (3) Where the Director believes on reasonable and probable grounds that a credit union has failed to comply with this Act or the regulations and it is expedient to make a further examination into the affairs of a credit union, the Director may, in his or her discretion, visit or cause a member of the Director’s staff to visit any office of the credit union to inspect and examine into its affairs and to make such further inquiries as the Director may require. Material to be furnished on inspection (4) For the purpose of the examination referred to in subsection (5), the credit union shall prepare and submit to the Director such statements with respect to its business, finances or other affairs, in addition to the statement mentioned in section 137, as the Director may require, and the board of directors, officers, agents and servants of the credit union shall cause its books to be open for inspection and shall otherwise facilitate such examination. Examination under oath (5) Upon such inspection or examination, the Director, or any person authorized by the Director, has the powers of a Commission under Part II of the Public Inquiries Act, which Part applies to the inquiry as if it were an inquiry under that Act. R.S.O. 1980, c.102, s.138.
Prohibition against accepting deposits
140. (1) Where it appears to the Director from an examination of the condition and affairs of a credit union that the assets are shown on the statement mentioned in section 137 at an amount greater than the true value, the Director may require the credit union to set aside out of earnings such additional reserves as he or she considers necessary, and, where in the Director’s opinion the value of the assets of the credit union is less than its liabilities, including the deposits and share accounts of its members, the Director may prohibit the credit union from taking further deposits or payments to its members, or may limit such payments for such period as the Director considers necessary to protect the interests of the members, and the Director may take such other action as he or she considers necessary for the protection or in the interest of the members, including the calling of meetings of members and having the Director’s representative attend the meeting for the purpose of explaining the situation to the members. Suspension of business (2) The Director may order a credit union to discontinue doing business for such time as he or she determines if, after an inspection thereof, the Director is satisfied that the continuance in business of the credit union is not in the members interest and shall report forthwith to the Ontario Share and Deposit Insurance Corporation the order made and the reasons therefor. R.S.O. 1980, c.102, s.139.
Director’s order
141. (1) Despite any other provision of this Act, the Director, where in his or her opinion the action is necessary to, (a) protect the interests of the depositors or members; or (b) ensure the financial security and integrity of a credit union or league, after the credit union or league has been given an opportunity to be heard, may order specific action to be taken by the credit union or league on matters relating to business and financial practices including matters relating to stabilization funds, by-laws, mergers, bonds of association, capital and asset ratios, statutory liquidity requirements, retained earnings and reserves requirements, permissible loans and investments and their terms and composition and the financing of such investments. Appeal (2) An order made under subsection (1) may be appealed to the court. Publication (3) The Director may publish the results of an order made under subsection (1) and the names of the credit unions or leagues directly affected by the order. 1983, c.46, s.18. Extra-Provincial Credit Unions
Extra-provincial credit unions
142. (1) Where the Government of Ontario has entered into an agreement providing for reciprocal rights for credit unions with the government of a province or territory of Canada, a credit union incorporated under the laws of that province or territory may register under this Act for such purposes as are specified in the agreement. Register (2) The Director shall maintain the Extra-Provincial Credit Unions Register wherein shall be recorded the names of the credit unions registered and the limited purposes to which they are subject in Ontario. Condition precedent to licence (3) No credit union that is an extra-provincial corporation within the meaning of the Extra-Provincial Corporations Act shall be licensed under that Act as an extra-provincial corporation unless it has been first registered under this Act by the Director. R.S.O. 1980, c.102, s.140. Offences
Offences re records and inspections
143. (1) Every person who, (a) refuses or neglects to make an entry in any record required by this Act, the regulations or the by-laws to be kept; (b) refuses to produce any document or record of a credit union for the purpose of any inspection, examination or investigation authorized by this Act, the regulations or the by-laws; (c) obstructs any person authorized by this Act, the regulations or the by-laws to inspect, examine or investigate the affairs of the credit union, is guilty of an offence and is liable on conviction to a fine of not more than $10,000. R.S.O. 1980, c.102, s.141(1); 1989, c.72, s.36, part. Officers of corporations (2) Where a corporation is guilty of an offence referred to in subsection (1), every director or officer thereof who authorized, permitted or acquiesced in the offence is also guilty of the offence and on conviction is liable to a fine of not more than $10,000. R.S.O. 1980, c.102, s.141(2); 1989, c.72, s.36, part.
Offence, false statements
144. (1) Every person who makes or assists in making a statement in any document required by or for the purposes of this Act or the regulations or the by-laws of a credit union that, at the time and in the light of the circumstances under which it was made, is false or misleading in respect of any material fact or that omits to state any material fact the omission of which makes the statement false or misleading is guilty of an offence. Defence (2) No person is guilty of an offence under subsection (1) if the person did not know that the statement was false or misleading and in the exercise of reasonable diligence could not have known that the statement was false or misleading. R.S.O. 1980, c.102, s.142.
Failure to file annual return
145. (1) A credit union that is in default of filing the annual statement required by section 137 is guilty of an offence and upon conviction is liable to a fine of not more than $200 for each day such default continues. R.S.O. 1980, c.102, s.143(1); 1989, c.72, s.36, part. Failure to pay Corporation (2) A credit union that is in default of payment of any assessment made on it by the Ontario Share and Deposit Insurance Corporation is guilty of an offence and upon conviction is liable to a fine of not more than $200 for each day such default continues. R.S.O. 1980, c.102, s.143(2); 1989, c.72, s.36, part.
General penalty
146. (1) Every person who is guilty of an offence under this Act for which no penalty is otherwise provided is liable on conviction to a fine of not more than $5,000 or, if such person is a corporation, to a fine of not more than $100,000. R.S.O. 1980, c.102, s.144(1); 1989, c.72, s.36, part. Officers of corporations (2) Where a corporation is guilty of an offence referred to in subsection (1), every director or officer thereof who authorized, permitted or acquiesced in the offence is also guilty of the offence and on conviction is liable to a fine of not more than $5,000. R.S.O. 1980, c.102, s.144(2); 1989, c.72, s.36, part.
Application to court
147. Where a credit union is acting in contravention of this Act, the Director may apply to the court for an order directing compliance with the Act or such other order as the court considers fit. 1983, c.46, s.19, part.
Advisory Committee
148. The Minister shall appoint an Advisory Committee that shall include a representative from each league and from the group of credit unions unaffiliated with a league to provide comment and advice in respect of the development of any regulation authorized under this Act and the Committee shall report to the Director. 1983, c.46, s.19, part. Regulations
Regulations
149. The Lieutenant Governor in Council may make regulations, (a) prescribing the procedure and forms to be used under this Act; (b) requiring and prescribing the fees payable for incorporation of credit unions and credit union leagues, for amalgamation of credit unions, for changing the name of credit unions, upon filing any articles of incorporation, return or other document required or permitted to be filed under this Act, for searches, and for certified copies of certificates of incorporation and other documents; (c) respecting the holding of first meetings, the notice calling the meeting, the quorum, and the business to be transacted; (d) prescribing matters to be shown in financial statements under clause 71(2)(a); (e) governing the operations and powers of branches of credit unions; (f) governing credit unions and leagues of credit unions; (g) respecting stabilization funds including, (i) prescribing the manner that funds in general or any fund in particular shall be financed and operated, (ii) regulating the investing and disbursing of money, (iii) regulating the provision of financial and other assistance to credit unions, (iv) prescribing the number of credit unions and their combined asset size necessary to establish a stabilization fund, (v) prescribing accounting and reporting requirements, and (vi) prescribing any other matters in respect thereto that the Lieutenant Governor in Council considers advisable; (h) respecting the matching of terms of investments and loans with the terms of deposits; (i) prescribing the rate of per cent, classes of deposits and classes of assets for the purpose of subsection 93 (1) and prescribing different rates for different classes; (j) prescribing terms for the purpose of subsection 113 (3); (k) prescribing the manner and form of reporting for purposes of clause 116 (1) (b); (l) prescribing fees payable for approval of bonds of association and by-laws and authorizing extra-provincial registrations; (m) prescribing any matter required by this Act to be prescribed by the regulations. R.S.O. 1980, c.102, s.145; 1983, c.46, s.20. Amendments 150. On a day to be named by proclamation of the Lieutenant Governor: 1. Subsections 115 (1) and (2) are repealed and the following substituted therefor: Annual examination of credit unions (1) For the purposes of the Corporation, the affairs of each credit union shall be audited by an auditor appointed under section 62 once each year and a report shall be forthwith transmitted by the auditor to the Corporation and the Director. 1983, c.46, ss.16, 21(1). 2. Section 116 is repealed and the following substituted therefor: