jswizzle3737/ontario_laws_and_regs huggingface dataset:
Director of Credit Unions
2. (1) There shall be a Director of Credit Unions appointed by the Lieutenant Governor in Council, who shall exercise the powers and shall perform the duties conferred or imposed on him or her by this Act or the regulations under the supervision of the Superintendent. Application of Corporations Act (2) The Corporations Act does not apply to credit unions or credit union leagues. R.S.O. 1980, c.102, s.2. Incorporation
Name
4. (1) No credit union shall be incorporated under a name identical with that of any other credit union or of any corporation or organization or under a name so nearly resembling that of any other credit union, corporation or organization as, in the opinion of the Minister, to be likely to deceive or under a name that may otherwise, in the opinion of the Minister, be objectionable on public grounds. Change if objectionable (2) If a credit union, through inadvertence or otherwise, has acquired a name contrary to subsection (1), the Minister may, after he or she has given the credit union an opportunity to be heard, issue a certificate of amendment to the articles changing the name of the credit union to the name specified in the certificate, and upon issuance of the certificate of amendment, the articles are amended accordingly. R.S.O. 1980, c.102, s.4.
Use of “credit union”
5. (1) The name of a credit union shall include the words “credit union” or “caisse populaire” as part thereof. Use of “Limited” (2) The name of a credit union shall have the words “Limited” or “Limitée”, or “incorporated” or “incorporée”, or its corresponding abbreviation “Ltd”, “Ltée”, or “Inc” as the last word thereof. Exception from subs. (1) (3) Despite subsection (1), a credit union incorporated under a predecessor of this Act may continue to use the name under which it was incorporated. R.S.O. 1980, c.102, s.5.
Use of name
6. Despite section 5, a credit union may use its name in such form and in such language as the articles provide and as the Minister approves. R.S.O. 1980, c.102, s.6.
Effect of change of name
7. A change of name of a credit union does not affect its rights and obligations. R.S.O. 1980, c.102, s.7.
Use of words “credit union”
8. Any person, not being a credit union or league to which this Act applies, who carries on business under a name or title in which the words “credit union” or “caisse populaire” are used is guilty of an offence. R.S.O. 1980, c.102, s.8.
Seal
9. (1) A credit union shall have a seal, which shall be adopted and may be changed by resolution of the directors. Idem (2) The name of the credit union shall appear in legible characters on the seal. R.S.O. 1980, c.102, s.9.
Head office
10. (1) A credit union shall at all times have its head office in Ontario at the place where its articles provide. Change (2) A credit union may by by-law change the geographic location of its head office to another place in Ontario if such change would better serve its purpose and objects. R.S.O. 1980, c.102, s.10.
Acting outside powers
13. (1) No act of a credit union and no transfer of real or personal property to or by a credit union, otherwise lawful, that is heretofore or hereafter done or made, is invalid by reason of the fact that the credit union was without capacity or power to do such act or make or receive such transfer, but such lack of capacity or power may be asserted, (a) in a proceeding against the credit union by a member under subsection (2); (b) in a proceeding by the credit union, whether acting directly or through a receiver, liquidator, trustee or other legal representative or through members in a representative capacity, against a director or officer or former director or officer of the credit union; or (c) as cause for the cancellation of the certificate of incorporation of the credit union. Restraining order (2) A member of a credit union may apply to the court for an order to restrain the credit union from doing any act or transferring or receiving the transfer of real or personal property on the ground that the credit union lacks capacity or power for the purpose, and the court may, if it considers it to be just and equitable, grant an order prohibiting the credit union from doing the act or transferring or receiving the transfer of the real or personal property, but, where the act or transfer sought to be restrained or prohibited is being or to be done or made under a contract to which the credit union is a party, (a) all the parties to the contract shall be parties to the proceeding; (b) the court in granting the order may set aside the contract and allow the credit union or other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them from the granting of the order and setting aside of the contract, other than anticipated profits from the contract. R.S.O. 1980, c.102, s.13.
Contracts in writing under seal
14. (1) A contract that if entered into by an individual person would by law be required to be in writing and under seal may be entered into on behalf of a credit union in writing under the seal of the credit union. Contracts in writing (2) A contract that if entered into by an individual person would by law be required to be in writing signed by the parties to be charged therewith may be entered into on behalf of a credit union in writing signed by any person acting under its express authority. Parol contracts (3) A contract that if entered into by an individual person would by law be valid although made by parol only and not reduced into writing may be entered into by parol on behalf of a credit union by any person acting under its express authority. R.S.O. 1980, c.102, s.14.
Prior consent of Director
15. A credit union shall not acquire, purchase or lease real estate for its own use where the cost of such real estate or building or of the lease over its duration is in an amount equal to more than 8 per cent of the total share capital and deposits of the credit union without the prior written consent of the Director. R.S.O. 1980, c.102, s.15. By-laws
Extent of by-laws
16. (1) The directors may pass by-laws not contrary to this Act or to the articles to regulate, (a) the fees, terms and conditions of admission to, and withdrawal, suspension and expulsion from, membership in the credit union; (b) the allotment and recording of shares, the maximum number that may be allotted to any member, the payment for shares and the withdrawal or transfer of shares; (c) the terms, conditions and limitations under which deposits may be made with or withdrawn from the credit union; (d) the terms, conditions and limitations for loans made by the credit union and the interest thereon; (e) the time and place of and the notice and the record date for the determination of members entitled to vote to be given for the holding of meetings of members and of the board of directors, the quorum of meetings of members and the procedure and language to be used in all matters relative to the operation of the credit union; (f) the time for and manner of election of directors, and the remuneration of directors; (g) the appointment, remuneration, functions, duties and removal of officers and employees of the credit union and the security, if any, to be given by them to it; (h) the purposes for which the profits of the credit union may be appropriated or distributed by way of rebate of interest on loans, by dividends or otherwise; (i) where the credit union is a member of a league, a yearly assessment of its members to be paid to the league to assist in its financing; (j) the conduct in all other particulars of the affairs of the credit union. Membership in league (2) Subject to clause (1)(i), a credit union may become a member of a league by resolution passed by a majority of the votes cast at a general meeting duly called for the purpose. R.S.O. 1980, c.102, s.16.
Remuneration of directors
17. (1) A by-law relating to the remuneration of directors may provide that the board of directors by resolution shall fix the remuneration and period for which it is to be paid. Delegation to board (2) A by-law may provide that the board of directors may by resolution exercise the powers referred to in clause 16(1)(c), (d), (g) or (h). R.S.O. 1980, c.102, s.17.
Passing of by-laws
18. (1) No by-law is effective until it is, (a) passed by the board of directors of the credit union; (b) confirmed, with or without variation, by at least two-thirds of the votes cast at a general meeting of the members of the credit union duly called for that purpose, or such greater proportion of the votes cast as the articles provide; and (c) approved by the Director in the manner prescribed in this section. Submission to Director (2) Upon the confirmation of a by-law under clause (1)(b), the board of directors shall forward to the Director two copies thereof signed by two officers or one officer and one director. Approval by Director (3) The Director shall signify his or her approval by certifying the approval on one copy of the by-law with the date of the approval and returning it to the credit union. Amendments upon approval (4) Any amendment required by the Director as a condition of approval may be made by the board of directors unless the amendment alters the intent of the by-law. R.S.O. 1980, c.102, s.18.
Copies of by-laws
19. A copy of the by-laws of a credit union shall be delivered by the credit union to a member on demand on payment of a fee fixed by the by-laws, which shall not exceed the amount prescribed therefor by the regulations. R.S.O. 1980, c.102, s.19. Capital
Capital
20. (1) The capital of a credit union shall be divided into shares with par value and the amount thereof shall be determined by the by-laws of the credit union, but the par value of each share shall in no case exceed $10. Capital, how increased and diminished (2) The subscribed capital of a credit union may, subject to the by-laws, be increased by payment for shares by members, and may be diminished by withdrawal of such payments by members. Fully paid shares only (3) No share in a credit union shall be allotted until it is fully paid for and a share is not fully paid until payment in cash therefor has been received by the credit union. No commission on shares (4) No commission, discount, allowance or other compensation shall be paid or allowed by a credit union in consideration of the subscription for or sale of any of its shares. Shares are personal property (5) The shares of a credit union are personal property. Additional shares (6) The payment on account of shares by a member and the receipt thereof by a credit union shall be deemed to be an allotment of such shares to the members. Member’s liability for shares (7) A member is not liable to the credit union for shares subscribed for in excess of the amount actually paid thereon. Where capital impaired (8) Where the board of directors determines that the credit union has suffered an impairment of capital, the board may by resolution fix the proportion of money invested in shares that may be withdrawn, and so long as any impairment of capital exists, may from time to time change the proportion that may be withdrawn. Idem (9) No member of a credit union shall withdraw any portion of the money invested in shares in excess of the proportion specified in the resolution under subsection (8), or set off against any debts owing by the member to the credit union a greater proportion of the money invested in shares than is specified in the resolution. Idem (10) No resolution passed under subsection (8) applies to money invested in shares after the date of the resolution. R.S.O. 1980, c.102, s.20. Borrowing
Borrowing by-law
21. (1) Subject to the qualifications, limitations and restrictions in this Act, the board of directors of a credit union, when authorized by by-law, may, (a) borrow money by way of loan, exclusive of money received on deposit, at such rates of interest and upon such terms as the board of directors may from time to time determine in an amount, exclusive of money on deposit, not exceeding 25 per cent of the paid-in capital, deposits and surplus of the credit union, but when specifically authorized by by-law, the total amount borrowed, exclusive of money received on deposit, may be an amount not exceeding 50 per cent of the total of the paid-in capital, deposits and surplus of the credit union; (b) subject to clause (a), charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the credit union, including book debts, rights, powers and franchises and undertaking, to secure any debt obligation or any money borrowed, or other debt or liability of the credit union. Leagues excepted (2) Clause (1)(a) does not apply to a league. R.S.O. 1980, c.102, s.21.
Not to issue debentures
22. (1) A credit union shall not borrow by the issue of a debenture. Leagues excepted (2) Subsection (1) does not apply to a league. R.S.O. 1980, c.102, s.22.
Limitation by the Director
23. The Director may from time to time inquire into the borrowing of a credit union and may limit the authority of the board of directors of a credit union to further borrow by giving notice of the limitation by registered mail to the board setting forth the Director’s reasons for limiting the borrowing powers and a credit union shall not exercise its borrowing powers in excess of any limitation imposed by the Director. R.S.O. 1980, c.102, s.23. Registers
Register of members
24. (1) Every credit union shall keep a register of members and shares. Certificate as evidence (2) A statement as to, (a) the names and addresses of the members and the number of shares held by each member; (b) the date on which the name of any person was entered in the register as a member; or (c) the date on which any person ceased to be a member, purporting to be certified by the secretary is, without proof of the office or signature of the secretary, receivable in evidence as proof, in the absence of evidence to the contrary, of the facts stated therein for all purposes in any action, proceeding or prosecution. Documents to be kept (3) Every credit union shall keep or cause to be kept the following documents and registers in either English or French only, (a) a copy of its articles; (b) the by-laws and resolutions, including special resolutions, of the credit union; (c) a register of the members of the board of directors, credit committee and supervisory committee, and all officers of the credit union, setting out their names, residence addresses, giving the street and number, if any, and occupations, with the several dates on which they have become or ceased to be a member of such board or committee; (d) a register of all securities held by the credit union; (e) books of account and accounting records with respect to all financial and other transactions of the credit union as may be required by the Director; (f) the minutes of all proceedings at meetings of members, directors and any committees. R.S.O. 1980, c.102, s.24. Members
Membership
25. Subject to the provisions of this Act and its articles, membership in a credit union is governed by its by-laws. R.S.O. 1980, c.102, s.25.
Incorporators deemed members
26. (1) Each incorporator of a credit union who has subscribed for a share in the credit union becomes a member upon the effective date of incorporation and shall be entered upon the register of members. Subscription deemed application (2) A subscription for shares in a credit union constitutes an application for membership and the allotment of a share to the applicant constitutes admission to membership. Applicants for membership (3) Subject to subsection (1), no person shall become a member of a credit union until the person’s application for membership has been approved by the board of directors or an officer authorized by the board and the applicant has complied fully with the by-laws governing admission of members. R.S.O. 1980, c.102, s.26.
Membership limitation
27. (1) Subject to subsection (2), the by-laws of every credit union shall provide that the membership of the credit union shall be limited to persons or related persons having a common bond of occupation or association or to persons or related persons residing or working within a municipality, neighbourhood or other reasonably well-defined community. Removal of limitation (2) A credit union may apply to the Director for the repeal from its by-laws of the provisions referred to in subsection (1) and the Director, if satisfied that the credit union has a sufficient membership, capital and money on deposit and is being operated in a satisfactory manner, may approve the repealing by-law and permit its filing on such terms as the Director sees fit. Director’s approval (3) The Director shall not approve a by-law of a credit union under subsection (2) unless the credit union proposes to have a full-time management and a self-contained place of business and would be, in the Director’s opinion, capable of providing a satisfactory service to its members. R.S.O. 1980, c.102, s.27.
Register of members
28. Every person whose name is registered in the register of members is entitled to, (a) a passbook or other record specifying the amount paid upon shares, deposits and loans by the person; and (b) such other information as may be prescribed by the by-laws of the credit union, and the passbook or other record is admissible in evidence as proof, in the absence of evidence to the contrary, of membership and of the information entered therein. R.S.O. 1980, c.102, s.28.
Voting
29. (1) A member of a credit union has only one vote. Proxies permitted (2) No member of a credit union shall vote by proxy except when such member is a corporation, an unincorporated association or a municipality as defined in the Municipal Affairs Act. R.S.O. 1980, c.102, s.29.
Liability of members
30. A member is not responsible for any act, default or liability of the credit union, or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the credit union beyond the amount paid on the member’s share or shares. R.S.O. 1980, c.102, s.30.
Not bound by trust
31. A credit union is not bound to see to the execution of any trust, whether express, implied or constructive, to which any share or deposit is subject. R.S.O. 1980, c.102, s.31.
Shares in trust
32. A member, in addition to holding shares in the member’s own name, may subscribe for and hold shares and make deposits in trust for a named beneficiary, and such beneficiary without payment of any entrance fee shall be deemed to be a member of the credit union only for the purpose of qualifying for life insurance under a group policy of insurance purchased by the credit union on the lives of its members and is not entitled to notice of meetings or to vote at meetings. R.S.O. 1980, c.102, s.32.
Joint accounts
33. Two or more members may hold their shares and deposits in a joint account and, in the absence of written notice to the contrary, payment by the credit union to any of such members or to the survivor or any of the survivors of such members of any money standing to the credit of the joint share or deposit account discharges the credit union from any further liability for such payment. R.S.O. 1980, c.102, s.33.
Ages of members
34. (1) A person under the age of eighteen years may be a member of a credit union, and every such member may enjoy all the rights of a member and execute all instruments and give all acquittances necessary to be executed or given but is not entitled to vote unless permitted to do so by the by-laws. Right to borrow (2) Subject to the by-laws, a member under the age of eighteen years does not have the right to borrow any amount in excess of his or her deposits in the credit union except upon a joint and several promissory note signed by the member and by a person eighteen years of age or over. Deposits (3) A member under the age of eighteen years may deposit money with a credit union in his or her own name, and the money so deposited may be repaid to the member, and he or she may give a valid discharge therefor, despite his or her minority. R.S.O. 1980, c.102, s.34.
Corporate and partnership members
35. A corporation including a municipality as defined in the Municipal Affairs Act, an unincorporated association or a partnership registered under the Business Names Act or predecessor thereof may become a member of a credit union on such terms and conditions as are prescribed by the regulations. R.S.O. 1980, c.102, s.35.
Transmission of shares
36. (1) Subject to section 37 and, where the death occurred on or before the 10th day of April, 1979, subject to The Succession Duty Act, being chapter 449 of the Revised Statutes of Ontario, 1970, where a transmission of a share in a credit union takes place by virtue of any testamentary act or instrument, or in consequence of an intestacy, if the probate of the will or letters of administration or document testamentary, or other judicial or official instrument under which the title, whether beneficial or as trustee, or the administration or control of the personal estate of the deceased is claimed to vest, purports to be granted by any court or authority in any country, the probate of will or letters of administration or document testamentary or other judicial or official instrument or an authenticated copy thereof, or an official extract therefrom, may, together with a declaration in writing showing the nature of the transmission and signed and executed by the person claiming by virtue thereof, be produced and deposited with the secretary or officer named by the board of directors of the credit union for the purpose of receiving it. Proof (2) The production and deposit specified in subsection (1) shall be sufficient authority to the board of directors to pay the amount or value of any obligation on shares, in pursuance of and in conformity with the letters probate, letters of administration or other instrument. R.S.O. 1980, c.102, s.36.
Payment of money re deceased member
37. (1) Where a member of a credit union dies, the credit union may pay, (a) an amount not exceeding an amount prescribed by the regulations out of the amount on deposit in the name of the deceased or for the shares of the deceased; and (b) an amount not exceeding an amount prescribed by the regulations out of any money that is received by the credit union under any policy of insurance on the life of the deceased, to any person who the board is satisfied, by statutory declaration attested to not sooner than thirty days after the death, is entitled. Effect of payment (2) A payment made under subsection (1) discharges any obligation of the credit union or its board of directors in respect of the money paid but does not affect the right of any other person claiming to be entitled to recover such money from the person to whom it was paid. Deposits or shares in trust (3) Where a member of a credit union dies holding shares or money on deposit in his or her name in trust for a named beneficiary, the credit union may pay the amount of such shares or deposit and any interest thereon to the executor or administrator of the estate of the deceased member, subject to the trusts or, where there is no executor or administrator, to the beneficiary or, where the beneficiary is a minor, to his or her parent or guardian. R.S.O. 1980, c.102, s.37.
Lien for debt
38. A credit union has a lien on the shares and deposits of a member for any debt due to it by the member, and may set off any sum standing to the credit of such member on the books of the credit union in or towards the payment of such debt. R.S.O. 1980, c.102, s.38.
Unclaimed credits
39. Where money is held by a credit union for the credit of one of its members by reason of a deposit made or shares held by such member and the credit union is unable after reasonable efforts to locate the person entitled to such money, the credit union may pay such money to the Treasurer of Ontario and the Treasurer of Ontario may pay such money to the person entitled thereto upon satisfactory proof being furnished that the person is the one who is entitled to receive such money. R.S.O. 1980, c.102, s.39.
Withdrawal of members
40. (1) A member of a credit union may withdraw from the credit union at any time by giving notice thereof in accordance with the by-laws. Idem (2) A deceased member shall be deemed to have given notice to the credit union of intention to withdraw on the day of his or her death. Payment to withdrawing member (3) All amounts paid to the credit union on shares and deposits by a withdrawing member shall, after deducting all amounts due from the member to the credit union, be paid to such member within ninety days of the member giving notice of intention to withdraw. Idem (4) A withdrawing member is entitled to receive any dividend, interest or rebate of loan interest paid or payable to other members of the credit union as at the date of the member’s withdrawal on the same conditions that the board of directors have made applicable to all members of the credit union. Notice of withdrawal (5) Subject to subsection (3), a member who has given notice of withdrawal, or is expelled from a credit union, has no further rights in the credit union, but the member is not, by the withdrawal or expulsion, released from any remaining liability to the credit union. Extension of time (6) Where, in the opinion of the board of directors of the credit union, the payments in accordance with subsections (3) and (4) would not be in the best interests of the credit union, the board may by resolution suspend such payments for a period of one year or for such greater period and on such terms and conditions as the Director may approve. R.S.O. 1980, c.102, s.40.
Expulsion of members
41. (1) Subject to subsection (2), a member may be expelled from membership in a credit union for misconduct in the affairs of the credit union or for failure to abide by the conditions of membership set out in the by-laws by a resolution passed by a majority of the members at a meeting duly called for that purpose. Notice of misconduct (2) A resolution under subsection (1) is not valid unless, (a) a charge constituting grounds for expulsion has been made against the member by another member by filing with the board of directors full particulars in writing of such misconduct signed by the member making the charge; (b) the member charged has been furnished with a copy of the particulars at least four weeks before the meeting at which the resolution is to be considered; and (c) an opportunity is given to the member charged to appear either personally or by counsel or agent to make submissions at the meeting of the members called to consider the resolution expelling the member. Notice of meeting (3) The notice calling the meeting of members shall state that the charge has been made and specify the names of the members concerned. Refund to expelled member (4) A member who is expelled is entitled to a refund of the amount paid on the member’s shares and deposits with the credit union as well as any dividends, interest or rebate of loan interest paid or payable to other members of the credit union as of the date of the member’s expulsion on the same conditions as the board of directors has made applicable to all members of the credit union. R.S.O. 1980, c.102, s.41.
Representative action
42. (1) Subject to subsection (2), a member of a credit union may maintain an action in a court of competent jurisdiction in a representative capacity for the member and all other members of the credit union suing for and on behalf of the credit union to enforce any right, duty or obligation owed to the credit union under this Act or under any other statute or rule of law or equity that could be enforced by the credit union itself, or to obtain damages for any breach of any such right, duty or obligation. Court order required (2) An action under subsection (1) shall not be commenced until the member has obtained an order of the court permitting the member to commence the action. Notice (3) A member may, upon at least seven days notice to the credit union, apply to the court for an order referred to in subsection (2), and, if the court is satisfied that, (a) the member was a member of the credit union at the time of the transaction or other event giving rise to the cause of action; (b) the member has made reasonable efforts to cause the credit union to commence or prosecute diligently the action on its own behalf; and (c) the member is acting in good faith and it is apparently in the interests of the credit union or its members that the action be commenced, the court may make the order upon such terms as the court thinks fit. Costs (4) At any time or from time to time while an action commenced under this section is pending, the plaintiff may apply to the court for an order for the payment to the plaintiff by the credit union of reasonable interim costs, including solicitor’s and counsel fees and disbursements, for which interim costs the plaintiff shall be accountable to the credit union if the action is dismissed on final disposition at the trial or on appeal. Action not to be discontinued, etc., without court approval (5) An action commenced under this section shall not be discontinued, settled or dismissed for want of prosecution without the approval of the court and, if the court determines that the interests of the member or any class thereof may be substantially affected by such discontinuance, settlement or dismissal, the court, in its discretion, may direct that notice in manner, form and content satisfactory to the court shall be given, at the expense of the credit union or any other party to the action as the court directs, to the members or class thereof whose interests the court determines will be so affected. R.S.O. 1980, c.102, s.42. Directors
First directors
43. (1) Each of the persons named as first directors in the articles of a credit union is a director of the credit union until replaced by a person duly elected or appointed in his or her stead. Idem (2) The first directors of a credit union have all the powers and duties and are subject to all the liabilities of directors. R.S.O. 1980, c.102, s.43.
Election
44. (1) Every credit union shall have a board of directors who shall be elected from its members in the manner provided in its by-laws and who shall hold office for such term as the by-laws provide and until their successors are elected. Change in number (2) A credit union may by by-law increase or decrease the number of its directors set out in the articles, subject to the minimum. Voting (3) A member entitled to vote at an election of directors, if the member votes, shall cast thereat a number of votes equal to the number of directors to be elected, and the member shall distribute the votes among the candidates in such manner as the member sees fit, but no candidate shall receive more than one vote from each member. R.S.O. 1980, c.102, s.44.
Directors to be members
45. (1) No person shall be a director of a credit union unless he or she is a member thereof and of the full age of eighteen years, and, if he or she ceases to be a member, he or she thereupon ceases to be a director. Qualifications (2) No member shall be a director of a credit union unless he or she is a Canadian citizen, or is a person lawfully admitted to Canada for permanent residency who is ordinarily resident in Canada. Conflict of interest (3) No person shall be a director of a credit union who is a full-time employee of the credit union. R.S.O. 1980, c.102, s.45. Director of league (4) No person shall be eligible for election or appointment as a director of a league if that person is an officer, director or employee of a credit union where, (a) the credit union has liabilities exceeding its assets; or (b) the Ontario Share and Deposit Insurance Corporation has taken possession of the property of the credit union and is conducting the business of the credit union under the provisions of section 117. 1983, c.46, s.2.
Duties of board
46. (1) The board of directors shall manage or supervise the affairs and business of the credit union and perform such duties as are prescribed by this Act, the regulations and the by-laws of the credit union. Election in rotation (2) The by-laws may provide for the election and retirement of directors in rotation, but in that case no director shall be elected for a term of more than three years. Quorum (3) A majority of the board of directors constitutes a quorum. Continuance in office (4) If an election of directors is not held within the prescribed period, the directors continue in office until their successors are elected. Vacancies (5) Where a vacancy occurs in the board and a quorum of directors remains, the directors remaining in office may appoint a qualified person to fill the vacancy until the next annual meeting of the credit union. Where no quorum (6) When there is not a quorum of directors in office, the director or directors then in office shall forthwith call a general meeting of the members to fill the vacancies, and, in default or if there are no directors then in office, the meeting may be called by any member. R.S.O. 1980, c.102, s.46.
Expulsion of directors
47. (1) When a member of the board of directors fails to attend three consecutive meetings of the board without, in the opinion of the board, having a reasonable cause therefor or fails to perform any of the duties allotted to him or her as a director, the member’s position on the board may be declared vacant by the remaining directors who may appoint a qualified person to fill the vacancy until the next annual meeting of the credit union. Removal of directors (2) The members may, by resolution passed by two-thirds of the votes cast at a general meeting duly called for the purpose, remove a director before the expiration of his or her term of office, and shall by vote cast at that meeting elect another director in his or her stead for the remainder of the director’s term. Notice (3) The notice calling the meeting of the members referred to in subsection (2) shall specifically state that the purpose of the meeting is to remove the director who is named therein. Right to make representations (4) The director has the right at the meeting to make such representations to the members regarding the resolution for his or her removal as the director thinks fit and may be represented by legal counsel or an agent. R.S.O. 1980, c.102, s.47. Credit Committee
Credit committee
48. (1) Subject to section 50, every credit union shall have a credit committee who shall be elected from its members in the manner prescribed by its by-laws and who shall hold office for such term as the by-laws provide and until their successors are elected. Number of members (2) The credit committee shall consist of the number of members fixed by the by-laws, which shall be not fewer than three. Qualifications (3) No person who is a member of the board of directors or of the supervisory committee or who is an officer of the credit union shall be a member of the credit committee, except that the president may be a member of the credit committee if he or she is so authorized by by-law. Age (4) No member shall be a member of the credit committee unless he or she is of the full age of eighteen years. Quorum (5) A majority of the credit committee, not including the president, constitutes a quorum. Voting at election (6) A member entitled to vote at an election of members of the credit committee, if the member votes, shall cast thereat a number of votes equal to the number of members of the credit committee to be elected, and the member shall distribute the votes among the candidates in such manner as the member sees fit, but no candidate shall receive more than one vote from each member. Vacancies (7) Where a vacancy occurs in the credit committee, the board of directors may fill all vacancies until the next annual meeting of the credit union. Election in rotation (8) The by-laws of the credit union may provide for the election and retirement of members of the credit committee in rotation, but in that case no member of the credit committee shall be elected for a term of more than three years. R.S.O. 1980, c.102, s.48.
Duties
49. (1) The credit committee shall consider all applications for loans and within the limits provided in the by-laws approve all loans to members of the credit union and perform such duties as are prescribed by this Act, the regulations and the by-laws of the credit union. Removal of member (2) When a member of the credit committee fails to attend three consecutive meetings without, in the opinion of the other members of the committee, having a reasonable cause therefor or fails to perform any of the duties allotted to him or her as a member of the committee, the member’s position on the committee may be declared vacant by the other members of the committee who may then appoint a qualified person to fill the vacancy until the next annual meeting of the credit union. R.S.O. 1980, c.102, s.49.
Loan officer
50. (1) The board of directors of a credit union may by by-law appoint one or more persons who are employees of the credit union, to act as a loan officer and perform all or such part of the duties of the credit committee as are specified by the by-law. May supersede credit committee (2) If the by-law provides that the person or persons so appointed shall perform all the duties of the credit committee, it shall also provide that as long as the by-law remains in force, it shall not be necessary to elect a credit committee as required by section 48 or that, as long as the by-law remains in force, the credit committee shall have only the powers of an advisory committee. R.S.O. 1980, c.102, s.50.
Officer to approve loan
51. (1) The credit committee may, upon such terms and conditions as the board of directors may specify, authorize the treasurer, manager or other employee of the credit union to approve loans to a member. Monthly report (2) Any person authorized by the credit committee to approve loans under subsection (1) shall submit a written monthly report to the credit committee stating the number of loan applications received, the number of loans granted and the security, if any, obtained for such loans. Duties of such persons appointed (3) The responsibilities and duties of any person authorized to approve loans under subsection (1) is concurrent with the responsibilities and duties of the credit committee. R.S.O. 1980, c.102, s.51.
Credit committee reports
52. The credit committee shall hold meetings not more than three months apart, shall keep minutes of its meetings and shall, (a) submit a written report to the board of directors stating the number of loan applications received, the number and category of loans granted, the security obtained for such loans together with a report on applications denied and a report on all loans that are delinquent; and (b) submit a written annual report on such matters to the annual meeting of the credit union. R.S.O. 1980, c.102, s.52.
Removal of member
53. (1) The members may, by resolution passed by two-thirds of the votes cast at a general meeting duly called for the purpose, remove a member of the credit committee before the expiration of his or her term of office, and shall by vote cast at that meeting elect another member in his or her stead for the remainder of the member’s term. Notice (2) The notice calling the meeting of members referred to in subsection (1) shall specifically state that the purpose of the meeting is to remove the member of the credit committee who is named therein. Right to make representations (3) The member of the credit committee has the right to make such representations at the meeting regarding the resolution for his or her removal as the member thinks fit, and may be represented by legal counsel or an agent. R.S.O. 1980, c.102, s.53. Supervisory Committee
Supervisory committee
54. (1) Subject to section 58, every credit union shall have a supervisory committee who shall be elected from its members in the manner prescribed in its by-laws and shall hold office for such term as the by-laws provide and until their successors are elected. Composition (2) The supervisory committee shall consist of the number of members fixed by the by-laws, which shall be not fewer than three. Qualifications (3) No person who is a member of the board of directors or credit committee or who is an officer of the credit union shall be a member of the supervisory committee. Age (4) No member shall be a member of the supervisory committee unless he or she is of the age of eighteen years. Quorum (5) A majority of the supervisory committee constitutes a quorum. Voting at election (6) A member entitled to vote at an election of members of the supervisory committee, if the member votes, shall cast thereat a number of votes equal to the number of members of the supervisory committee to be elected, and the member shall distribute the votes among the candidates in such manner as the member sees fit, but no candidate shall receive more than one vote from each member. Vacancies (7) Where a vacancy occurs in the supervisory committee, the board of directors may fill all vacancies until the next annual meeting of the credit union. Election in rotation (8) The by-laws of the credit union may provide for the election and retirement of members of the supervisory committee in rotation, but in that case no member shall be elected for a term of more than three years. R.S.O. 1980, c.102, s.54.
Duties
55. (1) The supervisory committee shall examine the books of the credit union, confirm the cash instruments, property and securities of the credit union and confirm the deposits of the members and perform such other duties as are prescribed by this Act, the regulations and the by-laws of the credit union. Removal of member (2) When a member of the supervisory committee fails to attend three consecutive meetings of the committee without, in the opinion of the supervisory committee, having a reasonable cause therefor, or fails to perform any of the duties allotted to him or her as a member of the committee, the member’s position on the committee may be declared vacant by the remaining members of the committee who may appoint a qualified person to fill the vacancy until the next annual meeting of the credit union. Clerks (3) The supervisory committee may appoint such persons as it considers necessary to assist it in performing its duties, but the remuneration to be paid to such persons is subject to the approval of the board of directors. R.S.O. 1980, c.102, s.55.
Duty when misappropriation, etc.
56. (1) When the supervisory committee is of the opinion that the funds, securities or other property of the credit union have been misappropriated or misdirected, or in the event that the by-laws of the credit union, this Act or the regulations have been contravened by the board of directors, the credit committee or a member thereof or an officer or employee engaged by the board of directors, the supervisory committee shall forthwith advise the Director and the Ontario Share and Deposit Insurance Corporation in writing. Audit (2) The supervisory committee shall appoint an auditor or auditors or a league to assist it in determining whether any of the funds, securities or other property of the credit union have been misappropriated or misdirected and the remuneration of any auditor or league so appointed shall be paid by the credit union and determined by the supervisory committee. Suspension (3) In the event of a misappropriation or misdirection or a suspected misappropriation or misdirection as referred to in subsection (1), the supervisory committee may suspend any member of the board of directors or credit committee or any officer or employee without the holding of a general meeting and may appoint another person to perform the duties of the person so suspended, until a new member is duly elected or a new officer or employee appointed. Meeting of members (4) The supervisory committee shall forthwith give notice of a general meeting of the members to be held within fourteen days after the suspension under subsection (3). Idem (5) The supervisory committee shall report to the general meeting all the circumstances of any misappropriation or misdirection of funds, securities or other property and the reasons for any suspension, and the members of the credit union may, by resolution, dismiss from office any person so suspended, and, when the members of the credit union do not so vote to dismiss from office any person so suspended, that person shall be reinstated forthwith. R.S.O. 1980, c.102, s.56.
Meetings
57. (1) The supervisory committee shall not meet less frequently than every three months, and, where no auditor has been appointed, shall meet at least every month, and shall at each such meeting examine the affairs of the credit union. Report of minutes (2) The supervisory committee shall keep minutes of its meetings and shall, (a) within seven days of each meeting report the results thereof in writing to the board of directors; and (b) submit a written report to the annual meeting of the members of the credit union. R.S.O. 1980, c.102, s.57.
Auditors
58. (1) A credit union may by by-law provide for the appointment of an auditor or auditors in addition to or substitution for the supervisory committee and may delegate to such auditor or auditors such part of the duties of the supervisory committee as the by-law provides. Remuneration of auditors (2) The board of directors of the credit union may fix the remuneration of the auditor or auditors. Delegation of powers to board of directors (3) Where a credit union has passed a by-law under subsection (1) appointing an auditor or auditors to perform the duties of the supervisory committee, the by-law may further delegate the remaining powers and duties of the supervisory committee to the board of directors and so long as such by-law remains in force no supervisory committee shall be elected as required by section 54. R.S.O. 1980, c.102, s.58.
Removal of members
59. (1) The members may, by resolution passed by two-thirds of the votes cast at a general meeting duly called for the purpose, remove a member of the supervisory committee before the expiration of his or her term of office, and shall by vote cast at that meeting elect another member in his or her stead for the remainder of the member’s term. Notice (2) The notice calling the meeting of members referred to in subsection (1) shall state that the purpose of the meeting is to remove the member of the supervisory committee who is named therein. Right to make representations (3) The member of the supervisory committee has the right to make such representations to the members regarding the resolution for his or her removal as the member thinks fit, and may be represented by legal counsel or an agent. R.S.O. 1980, c.102, s.59. Officers
Officers
60. (1) A credit union shall have a president and secretary and such other officers as are provided for by by-law. Idem (2) The board of directors shall elect the president from among themselves. Remuneration of officers (3) All payments to officers of a credit union for services rendered are subject to the approval of its board of directors. Idem (4) No officer or employee shall be paid or compensated on any basis that would relate such payment or compensation to the profits of the credit union or to an increase in the assets of the credit union. R.S.O. 1980, c.102, s.60.
Bond on certain officers and employees
61. (1) Every officer or employee engaged by the board of directors of a credit union who receives or has charge of money shall, before assuming the duties of office, furnish a bond for the due accounting of money received by him or her and the faithful performance of his or her duties with such sureties and in such form and amount as the board of directors may determine. Minimum amount of bond (2) The Lieutenant Governor in Council may make regulations prescribing the minimum amount of any bond to be provided under subsection (1). R.S.O. 1980, c.102, s.61. Auditors and Financial Statements