An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
Full Document:
Assented to 2005-11-25
195. Subsection 292(2) of the Act is replaced by the following:
Marginal note:Annual statement — contents
(2) With respect to each of the financial years to which it relates, the annual statement of an association must contain the prescribed statements and any information that is in the opinion of the directors necessary to present fairly, in accordance with the accounting principles referred to in subsection (4), the financial position of the association as at the end of the financial year to which it relates and the results of the operations and changes in the financial position of the association for that financial year.
196. The portion of subsection 293(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Annual statement — approval
293. (1) The directors of an association shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of
197. Subsection 295(1) of the Act is replaced by the following:
Marginal note:Annual statement — distribution
295. (1) An association shall, no later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 161(1)(b) in lieu of the annual meeting, send to each member and shareholder a copy of the documents referred to in subsections 292(1) and (3) unless that time period is waived by the member or shareholder.
198. (1) The portion of paragraph 299(2)(b) of the Act before subparagraph (ii) is replaced by the following:
(b) a person is deemed not to be independent of an association if that person, a business partner of that person or a firm of accountants of which that person is a member
(i) is a business partner, director, officer or employee of the association, of an affiliate of the association or of a central cooperative credit society that is a member of the association,
(i.1) is a business partner of a director, officer or employee of the association, of an affiliate of the association or of a central cooperative credit society that is a member of the association,
(2) Section 299 of the Act is amended by adding the following after subsection (2):
Marginal note:Business partners
(2.1) For the purposes of subsection (2),
(a) in the case of the appointment of a natural person as the auditor of an association, a business partner of the person includes a shareholder of the business partner; and
(b) in the case of the appointment of a firm of accountants as the auditor of an association, a business partner of a member of the firm includes another member of the firm and a shareholder of the firm or of a business partner of the member.
199. Subsection 305(2) of the Act is replaced by the following:
Marginal note:Other statements
(1.1) In the case of a proposed replacement of an auditor whether because of removal or the expiry of their term, the association shall make a statement of the reasons for the proposed replacement and the proposed replacement auditor may make a statement in which they comment on those reasons.
Marginal note:Statements to be sent
(2) The association shall send a copy of the statements referred to in subsections (1) and (1.1) without delay to every member and to the Superintendent.
200. Paragraph 312(2)(d) of the Act is replaced by the following:
(d) the auditor shall, at the time of transmitting the report under paragraph (a), provide the audit committee of the association and the Superintendent with a copy.
201. Paragraph 318(2)(a) of the Act is replaced by the following:
(a) the complainant has, not less than 14 days before bringing the application or as otherwise ordered by the court, given notice to the directors of the association or the association’s subsidiary of the complainant’s intention to apply to the court under subsection (1) if the directors of the association or the association’s subsidiary do not bring, diligently prosecute or defend or discontinue the action;
202. Subsection 321(1) of the French version of the Act is replaced by the following:
Marginal note:Absence de cautionnement
321. (1) Les plaignants ne sont pas tenus de fournir de cautionnement pour les frais.
203. Paragraph 333(b) of the French version of the Act is replaced by the following:
b) nommer un liquidateur en exigeant ou non un cautionnement, fixer sa rémunération et le remplacer;
204. Section 338 of the Act is replaced by the following:
Marginal note:Due diligence
338. A liquidator is not liable if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on
(a) financial statements of the association represented to the liquidator by an officer of the association or in a written report of the auditor of the association fairly to reflect the financial condition of the association; or
(b) a report of a person whose profession lends credibility to a statement made by them.
205. The Act is amended by adding the following before section 453:
Marginal note:Execution of documents
452.6 Any by-law, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one person for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the persons. The documents if duly executed or signed by all persons required or permitted to sign them are deemed to constitute one document for the purposes of this Act.
206. Subsection 455(2) of the Act is replaced by the following:
Marginal note:Undelivered notices
(2) If an association sends a notice or document to a member or shareholder in accordance with section 453 and it is returned on two consecutive occasions because the member or shareholder cannot be found, the association is not required to send any further notices or documents to them until it is informed in writing of their new address.
207. Subsection 458(1) of the French version of the Act is replaced by the following:
Marginal note:Mentions au registre des valeurs mobilières
458. (1) Les mentions au registre des valeurs mobilières et sur les certificats de valeurs mobilières émis par l’association établissent que les personnes au nom desquelles les valeurs mobilières sont inscrites sont propriétaires des valeurs mentionnées dans le registre ou sur les certificats.
Marginal note:2001, c. 9, s. 83
208. Section 463 of the Act is renumbered as subsection 463(1) and is amended by adding the following:
Marginal note:Incorporation by reference
(2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.
Marginal note:Incorporated material is not a regulation
(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.
Marginal note:1997, c. 15, s. 161
209. (1) Subparagraph 466(1)(a)(ii) of the Act is replaced by the following:
(ii) on conviction on indictment, to a fine not exceeding $1,000,000 or to imprisonment for a term not exceeding five years, or to both; and
Marginal note:2000, c. 12, s. 85
(2) Subsection 466(3) of the Act is replaced by the following:
Marginal note:Additional fine
(3) If a person has been convicted of an offence under this Act, the court may, if it is satisfied that as a result of the commission of the offence the convicted person acquired any monetary benefits or that monetary benefits accrued to the convicted person or their spouse, common-law partner or other dependant, order the convicted person to pay, despite the maximum amount of any fine that may otherwise be imposed under this Act, an additional fine in an amount equal to three times the court’s estimation of the amount of those monetary benefits.
210. Section 470 of the Act is replaced by the following:
Marginal note:Appeal of final order
470. (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.
Marginal note:Appeal with leave
(2) An appeal lies to the court of appeal of a province from any order, other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.
211. Paragraph 474(1)(d) of the Act is replaced by the following:
(d) Parts IX to XV, other than subsection 375(3), section 375.1 and paragraph 442(1.1)(g), XVII and XVII.1,
212. The Act is amended by adding the following after section 487:
PART XVII.1DOCUMENTS IN ELECTRONIC OR OTHER FORM
Marginal note:Definitions
487.01 The following definitions apply in this Part.
“electronic document”
« document électronique »
“electronic document” means, except in section 487.1, any form of representation of information or concepts that is fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means.
“information system”
« système de traitement de l’information »
“information system” means a system used to generate, send, receive, store or otherwise process an electronic document.
Marginal note:Application
487.02 This Part other than sections 487.13 and 487.14 does not apply in respect of any notice, document or other information that under this Act or the regulations is sent to or issued by the Minister, the Superintendent, the Commissioner or the Bank of Canada or any prescribed notice, document or information.
Marginal note:Use not mandatory
487.03 Nothing in this Act or the regulations requires a person to create or provide an electronic document.
Marginal note:Consent and other requirements
487.04 (1) Despite anything in this Part, a requirement under this Act or the regulations to provide a notice, document or other information is not satisfied by providing an electronic document unless
(a) the addressee consents and designates an information system for the receipt of the electronic document;
(b) the electronic document is, unless otherwise prescribed, provided to the designated information system; and
(c) the prescribed requirements are complied with.
Marginal note:Regulations — revocation of consent
(2) The Governor in Council may make regulations respecting the revocation of the consent referred to in paragraph (1)(a).
Marginal note:Creation or provision of information
487.05 A requirement under this Act or the regulations to create or provide a notice, document or other information is satisfied by creating or providing an electronic document if
(a) the incorporating instrument or by-laws of the association do not provide otherwise; and
(b) the prescribed requirements are complied with.
Marginal note:Creation of information in writing
487.06 A requirement under this Act or the regulations to create a notice, document or other information in writing is satisfied by creating an electronic document if in addition to the conditions set out in section 487.05
(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and
(b) the prescribed requirements are complied with.
Marginal note:Provision of information in writing
487.07 A requirement under this Act or the regulations to provide a notice, document or other information in writing is satisfied by providing an electronic document if in addition to the conditions set out in section 487.05
(a) the information in the electronic document is accessible by the addressee and capable of being retained by them so as to be usable for subsequent reference; and
(b) the prescribed requirements are complied with.
Marginal note:Multiple copies
487.08 A requirement under this Act or the regulations to provide two or more copies of a document at the same time to one addressee is satisfied by providing one copy of the electronic document.
Marginal note:Registered mail
487.09 A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by providing an electronic document except in the prescribed circumstances.
Marginal note:Statutory declarations and affidavits
487.1 (1) A statutory declaration or affidavit required under this Act or the regulations may be created or provided in an electronic document if
(a) the person who makes the statutory declaration or affidavit signs it with their secure electronic signature;
(b) the authorized person before whom the statutory declaration or affidavit is made signs it with their secure electronic signature; and
(c) the requirements of sections 487.03 to 487.09 are complied with.
Marginal note:Definitions
(2) For the purposes of this section, “electronic document” and “secure electronic signature” have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.
Marginal note:References to “electronic document”
(3) For the purpose of complying with paragraph (1)(c), references to “electronic document” in sections 487.03 to 487.09 are to be read as references to “electronic document within the meaning of subsection 31(1) of the Personal Information Protection and Electronic Documents Act”.
Marginal note:Signatures
487.11 A requirement under this Act or the regulations for a signature or for a document to be executed, except in respect of a statutory declaration or affidavit, is satisfied in respect of an electronic document if the prescribed requirements are complied with and the signature results from the application by the person of a technology or process that permits the following to be proved:
(a) the signature resulting from the use by the person of the technology or process is unique to the person;
(b) the technology or process is used by the person to incorporate their signature into, attach it to or associate it with the electronic document; and
(c) the technology or process can be used to identify the person using the technology or process.
Marginal note:Regulations — provision and receipt of documents
487.12 The Governor in Council may make regulations respecting the time and place at which and the circumstances under which an electronic document is considered to be provided or received.
Marginal note:Content and form of notices and documents
487.13 The Minister, Superintendent, Commissioner or Bank of Canada may establish the requirements for the content and fix the form, including electronic and other forms, of notices and documents sent to or issued by each of them under this Act or the regulations, including
(a) the notices and documents that may be sent in electronic or other form;
(b) the persons or classes of persons who may send notices and documents;
(c) their signature in electronic or other form or their execution, adoption or authorization in a manner that is to have the same effect for the purposes of this Act as their signature;
(d) the time and place at which and the circumstances under which electronic documents are considered to be sent or received; and
(e) any matter necessary for the purposes of the application of this section.
Marginal note:Exemption
487.14 In the prescribed circumstances, the Minister, the Superintendent, the Commissioner or the Bank of Canada may, on any conditions that they consider appropriate, exempt from the application of any provision of this Act requiring a notice or document to be sent to them any notice or document, or class of notice or document, containing information similar to that contained in a notice or document required to be made public under any other Act of Parliament or any Act of the legislature of a province.
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