Marginal note:Short Title

1. This Act may be cited as The Financial Advisors Association of Canada Act.

Marginal note:Definitions

2. The following definitions apply in this Act.

“amalgamating corporations”

« associations fusionnantes »

“amalgamating corporations” means the corporations mentioned in subsection 3(1).

“by-laws”

« règlements administratifs »

“by-laws” means the by-laws of the Corporation.

“Corporation”

« Association »

“Corporation” means the amalgamated corporation named in subsection 3(2) as “The Financial Advisors Association of Canada”.

Marginal note:Amalgamation

• 3. (1) The Canadian Association of Insurance and Financial Advisors and The Canadian Association of Financial Planners are amalgamated and continued as one corporation without share capital.

• Marginal note:Name

  (2) The name of the amalgamated corporation is “The Financial Advisors Association of Canada”.

• Marginal note:Charter

  (3) This Act constitutes the charter of the Corporation.

Marginal note:Effect of amalgamation

4. Without limiting the generality of any other provision of this Act, upon amalgamation

• (a) the property of each of the amalgamating corporations becomes the property of the Corporation;

• (b) the Corporation becomes liable for the obligations of each of the amalgamating corporations;

• (c) a cause of action or claim against, or liability of, either of the amalgamating corporations that exists immediately prior to the amalgamation becomes a cause of action or claim against, or liability of, the Corporation;

• (d) a civil, criminal or administrative action or proceeding that has been taken or could have been taken by or against either of the amalgamating corporations immediately prior to the amalgamation may be continued or taken by or against the Corporation until the time limit that would have applied if the amalgamation had not taken place;

• (e) a conviction against, or a ruling, order or judgment in favour of or against, either of the amalgamating corporations may be enforced by or against the Corporation; and

• (f) the claims, rights and privileges of the amalgamating corporations become the claims, rights and privileges of the Corporation.

Marginal note:Objects

• 5. (1) The objects of the Corporation are

  • (a) to protect by all lawful means the interests of consumers by promoting the professionalism of its members;

  • (b) to promote excellence among its members in the efficient practice of life insurance and personal financial planning by establishing best practices, promoting standards of practice, and encouraging basic and continuing education; and

  • (c) to improve public awareness and understanding of personal financial planning.

• Marginal note:Capacity

  (2) Subject to this Act, the Corporation has the capacity and the rights, powers and privileges of a natural person to carry out its objects.

• Marginal note:Powers

  (3) To carry out its objects, the Corporation has the power

  • (a) to distribute and sell journals, books and other literature relating to life insurance and personal financial planning;

  • (b) to hold examinations on the principles and practices of life insurance and personal financial planning or on general educational attainments;

  • (c) to grant certificates of proficiency to its members;

  • (d) to authorize the use, by such of its members as it may designate, of the title and description “Chartered Life Underwriter of Canada”;

  • (e) to represent its members on matters of common interest before government and regulatory bodies and any other organizations or persons;

  • (f) to promote and encourage ethical behaviour by its members;

  • (g) to devote the funds of the Corporation to fulfilling its objects and promoting the welfare of its members in such manner as the Corporation may decide;

  • (h) to provide overall policy direction to the chapters and affiliated bodies of the Corporation;

  • (i) to coordinate relations among the chapters and affiliated bodies of the Corporation;

  • (j) to provide such benefits to its members as are deemed by the board of directors to be in the best interests of the members;

  • (k) to award and administer professional designations; and

  • (l) to do all such other things as are incidental and ancillary to the furtherance of its objects or the exercise of its other powers.

Marginal note:Non-profit corporation

• 6. (1) The Corporation is a non-profit corporation, carrying on its activities without pecuniary gain to its members.

• Marginal note:No personal benefit from property

  (2) No income or other property, real or personal, of the Corporation is payable to, or otherwise available for, the personal benefit of any member of the Corporation.

Marginal note:Head office

• 7. (1) The head office of the Corporation shall be at such place in Canada as is determined by the Corporation in accordance with the by-laws.

• Marginal note:Initial head office

  (2) Unless changed in accordance with the by-laws, the head office shall be in the City of Toronto.

Marginal note:By-laws

• 8. (1) The Corporation may make by-laws respecting the administration of its affairs.

• Marginal note:First by-laws

  (2) The first by-laws shall be the by-laws of the Canadian Association of Insurance and Financial Advisors that were in force immediately before the coming into force of this Act.

Marginal note:Directors

• 9. (1) The affairs of the Corporation shall be managed by a board of directors chosen in accordance with the by-laws.

• Marginal note:First directors

  (2) The first directors of the Corporation shall be the following persons, who shall continue as directors until the first annual meeting of the Corporation or such earlier time as they resign or otherwise cease to act as directors in accordance with this Act and the by-laws: Ryan Beebe; James Cripps; Brian Davis; Robert Fleischacker; Cheryl Bauer Hyde; David MacFadyen; Brian Mallard; Gary McLeod; Lee Raine; Randall Reynolds; Kurt Rosentreter; and Timothy Squire.

Marginal note:Officers

• 10. (1) The officers of the Corporation shall be chosen in accordance with the by-laws.

• Marginal note:Officers of the board and corporate officers

  (2) The by-laws may provide for officers of the board, all of whom shall be directors of the Corporation, and corporate officers, who need not be directors of the Corporation.

• Marginal note:First officers of the board

  (3) The first officers of the board of the Corporation shall be the following persons, who shall continue to act as the officers of the board of the Corporation until the first annual meeting of the Corporation or such earlier time as the directors of the Corporation appoint or elect their successors in accordance with this Act and the by-laws: Brian Mallard as Chair; Brian Davis as Vice Chair; Randall Reynolds as Treasurer; and James Cripps as Secretary.

Marginal note:Membership

• 11. (1) The persons who immediately before this Act comes into force were members of either amalgamating corporation are members of the Corporation until their membership terminates in accordance with the by-laws.

• Marginal note:One membership

  (2) A person who is a member of both amalgamating corporations may accede to only one membership in the Corporation under subsection (1).

Marginal note:No share capital

12. The Corporation shall not issue any share capital.

Marginal note:Dissolution and winding-up

13. Upon the dissolution and winding-up of the Corporation, any assets remaining after payment of the liabilities of the Corporation shall be distributed to one or more organizations or corporations established under the laws of Canada or a province for purposes other than profit and carrying on activities that are substantially similar to those carried on by the Corporation, as may be determined by the members of the Corporation at a meeting duly called for that purpose.

Marginal note:Repeal

14. An Act to incorporate The Life Underwriters' Association of Canada, chapter 104 of the Statutes of Canada, 1924, is repealed.

Marginal note:Commencement

15. This Act shall come into force or be deemed to have come into force on the 12th day of June, 2003.