Canadian Payments Act

Marginal note:Appointed director

• 9 (1) The Bank of Canada shall appoint

  • (a) an officer of the Bank to be a director of the Association; and

  • (b) an officer of the Bank to be an alternate director to the director appointed under paragraph (a) and the alternate director so appointed may act as a director during any period in which the director for whom he or she is an alternate is, by reason of absence or incapacity, unable to act.

• Marginal note:Appointments by Minister

  (1.1) The Minister shall appoint three directors of the Association to hold office for a term of not more than three years, except that the first director appointed shall be appointed to hold office for a term of three years, the second shall be appointed to hold office for a term of two years and the third shall be appointed to hold office for a term of one year.

• Marginal note:Disqualifications

  (1.2) No person is eligible to be appointed under subsection (1.1) or, having been appointed under that subsection, to continue as a member of the Board who is

  • (a) a director, an officer or an employee of a person that is eligible to apply to be a member of the Association, or of an affiliate of such a person;

  • (b) employed in any capacity in the public service of Canada or a province or holds any office or position for which any salary or other remuneration is payable out of public moneys; or

  • (c) a member of the Senate or House of Commons or a member of a provincial legislature.

• Marginal note:Election by members

  (2) Subject to subsection (3), twelve directors of the Association shall be elected by the members to hold office for a term of three years, except that of those first elected four shall be elected for a term of three years, four for a term of two years and four for a term of one year.

• Marginal note:Composition of Board

  (3) For the purpose of election of directors, the members, other than the Bank of Canada, shall be grouped into seven classes, namely,

  • (a) banks and authorized foreign banks;

  • (b) centrals and cooperative credit associations;

  • (c) trust companies and loan companies;

  • (d) qualified corporations and trustees of qualified trusts;

  • (e) securities dealers;

  • (f) life insurance companies; and

  • (g) other members.

• Marginal note:Removal of director

  (4) If a resolution passed by a two-thirds majority of the members of a class described in subsection (3) who are present at a special meeting of members of that class called to consider the resolution provides for the recall of a director elected by that class, then, despite subsection (2), that director ceases to be a director of the Association at the time notice of the resolution is given to the director or at any other time that may be fixed by by-law.

• Marginal note:Remuneration of directors

  (5) A director appointed under subsection (1.1) shall be paid by the Association such remuneration as may be fixed by by-law.

• Marginal note:Affiliated bodies corporate

  (6) For the purposes of paragraph (1.2)(a),

  • (a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and

  • (b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.

• Marginal note:Definition of control

  (7) In paragraph (6)(a), control means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of any body corporate or otherwise.