Cooperative Credit Associations Act (S.C. 1991, c. 48)

13 [Repealed, 2005, c. 54, s. 142]

13.1 [Repealed, 2014, c. 39, s. 279]

Application

Marginal note:Application of Act

14 This Act applies to the former-Act association, and to every body corporate incorporated or formed by or under this Act, so long as it is not discontinued under this Act.

Marginal note:Conflicting provisions

15 Where there is a conflict or inconsistency between a provision of this Act and a provision of the incorporating instrument of the former-Act association, the provision of this Act prevails.

PART IIStatus and Powers

Marginal note:Corporate powers

• 16 (1) An association has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.

• Marginal note:Powers restricted

  (2) An association shall not carry on any business or exercise any power that it is restricted by this Act from carrying on or exercising, or exercise any of its powers in a manner contrary to this Act.

• Marginal note:Business in Canada

  (3) An association may carry on business throughout Canada.

• Marginal note:Powers outside Canada

  (4) Subject to this Act, an association has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit.

Marginal note:No invalidity

17 No act of an association, including any transfer of property to or by an association, is invalid by reason only that the act or transfer is contrary to the association’s incorporating instrument or this Act.

Marginal note:By-law not necessary

18 It is not necessary for an association to pass a by-law in order to confer any particular power on the association or its directors.

Marginal note:No personal liability

19 The members and shareholders of an association are not, by reason only of holding membership shares or shares of the association, liable for any liability, act or default of the association except as otherwise provided by this Act.

Marginal note:No constructive notice

20 No person is affected by or is deemed to have notice or knowledge of the contents of a document concerning an association by reason only that the document has been filed with the Superintendent or the Minister or is available for inspection at an office of the association.

Marginal note:Authority of directors and officers

• 21 (1) No association and no guarantor of an obligation of an association may assert against a person dealing with the association or against a person who has acquired rights from the association that

  • (a) the association’s incorporating instrument or any by-laws of the association have not been complied with;

  • (b) the persons named as directors of the association in the most recent return sent to the Superintendent under section 432 are not the directors of the association;

  • (c) the place named in the incorporating instrument or by-laws of the association is not the place where the head office of the association is situated;

  • (d) a person held out by the association as a director, officer or representative of the association has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the association or usual for a director, officer or representative; or

  • (e) a document issued by any director, officer or representative of the association with actual or usual authority to issue the document is not valid or not genuine.

• Marginal note:Exception — knowledge

  (2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the association.

Marginal note:Sunset provision

• 22 (1) Subject to subsections (2) and (4), associations shall not carry on business after March 29, 2019.

• Marginal note:Extension

  (2) The Governor in Council may, by order, extend by up to six months the time during which associations may continue to carry on business. No more than one order may be made under this subsection.

• Marginal note:Order not a regulation

  (3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

• Marginal note:Exception — dissolution

  (4) If Parliament dissolves on March 29, 2019 or on any day within the six-month period before that date or on any day within an extension ordered under subsection (2), associations may continue to carry on business until the end of the 180th day after the first day of the first session of the next Parliament.

PART IIIIncorporation, Continuance and Discontinuance

Formalities of Incorporation

Marginal note:Incorporation of association

23 On the application of one or more persons made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating an association.

Marginal note:Who may apply for incorporation

24 An application for incorporation of an association may only be made by

• (a) an association; or

• (b) persons who are entitled to be members of an association under Part IV that include at least

  • (i) two central cooperative credit societies not all of which are incorporated under the laws of one province,

  • (ii) two local cooperative credit societies not all of which are incorporated under the laws of one province,

  • (iii) two or more provincial leagues not all of which are incorporated under the laws of one province, or

  • (iv) a federal credit union or a federal league.

Marginal note:Application for incorporation

• 25 (1) An application for letters patent to incorporate an association setting out the names of the first directors of the association shall be filed with the Superintendent, together with such other information, material and evidence as the Superintendent may require.

• Marginal note:Publishing notice of intent

  (2) Before filing an application referred to in subsection (1), one of the applicants shall, at least once a week for a period of four consecutive weeks, publish, in a form satisfactory to the Superintendent, a notice of intention to make the application in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the association is to be situated.

Marginal note:Objections to incorporation

• 26 (1) Any person who objects to the proposed incorporation of an association may, within thirty days after the date of the last publication under subsection 25(2) in respect of the proposed association, submit the objection in writing to the Superintendent.

• Marginal note:Minister to be informed

  (2) On receipt of an objection under subsection (1), the Superintendent shall inform the Minister of the objection.

• Marginal note:Inquiry into objection and report

  (3) On receipt of an objection under subsection (1), and if the application for the issuance of the letters patent to which the objection relates has been received, the Superintendent shall, if satisfied that it is necessary and in the public interest to do so, hold or cause to be held a public inquiry into the objection as it relates to the application and, on completion of the inquiry, the Superintendent shall report the findings of the inquiry to the Minister.

• Marginal note:Report to be made available

  (4) Within thirty days after receiving a report under subsection (3), the Minister shall make the report available to the public.

• Marginal note:Rules governing proceedings

  (5) Subject to the approval of the Governor in Council, the Superintendent may make rules governing the proceedings at public inquiries held under this section.

Marginal note:Matters for consideration

27 Before issuing letters patent to incorporate an association, the Minister shall take into account all matters that the Minister considers relevant to the application, including

• (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the association;

• (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the association;

• (c) the business record and experience of the applicant or applicants;

• (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

• (e) whether the association will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

• (f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the association on the conduct of those businesses and operations;

• (g) whether the association is to be operated in accordance with cooperative principles;

• (g.1) the predominance of associations, federal credit unions or federal leagues, or any combination of them, as members within the association; and

• (h) the best interests of the financial system in Canada and, in particular, the cooperative financial system in Canada.

Marginal note:Contents of letters patent

• 28 (1) There shall be set out in the letters patent incorporating an association

  • (a) the name of the association;

  • (b) the province in which the head office of the association is to be situated; and

  • (c) the date that the association came, or is to come, into existence.

• Marginal note:Provisions in letters patent

  (2) The Minister may set out in the letters patent incorporating an association any provision not contrary to this Act that the Minister considers advisable in order to take into account the particular circumstances of the proposed association.

• Marginal note:Terms and conditions

  (3) The Minister may impose such terms and conditions in respect of the issuance of letters patent incorporating an association as the Minister considers necessary or appropriate.

Marginal note:Notice of issue of letters patent

29 The Superintendent shall cause to be published in the Canada Gazette a notice of the issuance of letters patent incorporating an association.

Marginal note:First directors

30 The first directors of an association are the directors named in the application for letters patent to incorporate the association.

Marginal note:Effect of letters patent

31 An association comes into existence on the date provided therefor in its letters patent.

Continuance

Marginal note:Federal corporations

• 31.1 (1) A body corporate incorporated under the Canada Business Corporations Act or any other Act of Parliament may apply to the Minister for letters patent continuing the body corporate as an association.

• Marginal note:Other corporations

  (2) A body corporate incorporated otherwise than by or under an Act of Parliament may, if so authorized by the laws of the jurisdiction where it is incorporated, apply to the Minister for letters patent continuing the body corporate as an association.

• Marginal note:Continuance for the purpose of amalgamation

  (3) A body corporate incorporated or continued otherwise than under this Act may apply to the Minister for letters patent continuing the body corporate as an association if the body corporate proposes to be continued under this Act for the purpose of amalgamating with another body corporate in compliance with this Act.

Marginal note:Application for continuance

• 31.2 (1) When a body corporate applies for letters patent under section 31.1, sections 24 to 27 apply in respect of the application, with any modifications that the circumstances require.

• Marginal note:Special resolution approval

  (2) When a body corporate applies for letters patent under section 31.1, the application must be duly authorized by a special resolution.

• Marginal note:Copy of special resolution

  (3) A copy of the special resolution must be filed with the application.

Marginal note:Power to issue letters patent

• 31.3 (1) On the application of a body corporate under subsection 31.1(1) or (2), the Minister may, subject to this Part, issue letters patent continuing the body corporate as an association if the body corporate

  • (a) satisfies the requirements for incorporation as an association or will, immediately after the letters patent are issued, satisfy those requirements;

  • (b) is organized and operated and carries on its business on a cooperative basis or will, immediately after the letters patent are issued, be organized and operated and carry on its business on a cooperative basis; and

  • (c) has a capital and corporate structure that, if set out in the letters patent and by-laws, would meet the requirements of this Act.

• Marginal note:Power to issue letters patent

  (2) On the application of a body corporate under subsection 31.1(3), the Minister may, subject to this Part, issue letters patent continuing the body corporate as an association only if the Minister is of the opinion that the association that results from the amalgamation will

  • (a) satisfy the requirements for incorporation as an association;

  • (b) be organized and operated and carry on its business on a cooperative basis; and

  • (c) have a capital and corporate structure that meet the requirements of this Act.

• Marginal note:Issue of letters patent

  (3) If letters patent are issued to a body corporate under subsection (1) or (2), section 27 applies in respect of the issue of letters patent, with any modifications that the circumstances require.