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

Marginal note:Act ceases to apply

33 If an association applies for a certificate or letters patent referred to in section 32 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the association as of the day the certificate or the letters patent take effect.

34 [Repealed, 2007, c. 6, s. 142]

Corporate Name

Marginal note:Prohibited names

• 35 (1) An association may not be incorporated under this Act with a name

  • (a) that is prohibited by an Act of Parliament;

  • (b) that is, in the opinion of the Superintendent, deceptively misdescriptive;

  • (c) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, any existing

    • (i) trademark or trade name, or

    • (ii) corporate name of a body corporate,

    except where the trademark or trade name is being changed or the body corporate is being dissolved or is changing its corporate name and consent to the use of the trademark, trade name or corporate name is signified to the Superintendent in such manner as the Superintendent may require;

  • (d) that is the same as or, in the opinion of the Superintendent, substantially the same as or confusingly similar to, the known name under or by which any entity carries on business or is identified; or

  • (e) that is reserved under section 39 for another association or a proposed association.

• Marginal note:Use of “cooperative”

  (2) Notwithstanding the Canada Cooperatives Act, an association may use the word “cooperative” or “coopérative”, or any abbreviation of that word, in its name.

Marginal note:Name

36 The name of an association, other than the former-Act association, shall include

• (a) the phrase “federal cooperative” or “co­opérative fédérale”, along with another word or expression indicating the financial nature of the association;

• (b) the phrase “federal central credit union”, “federal credit union central” or “fédération de caisses populaires fédérale”;

• (c) any combination or derivative of words and phrases referred to in paragraphs (a) and (b); or

• (d) any word or phrase specified by the Minister.

Marginal note:Affiliated entity

37 Despite section 35, an association that is affiliated with another entity may, with the consent of that entity, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.

Marginal note:English or French form of name

• 38 (1) The name of an association may be set out in its letters patent in an English form, a French form, an English form and a French form or in a combined English and French form, and the association may use and be legally designated by any such form.

• Marginal note:Alternate name

  (2) An association may identify itself outside Canada by its name in any language and the association may use and be legally designated by any such form of its name outside Canada.

• Marginal note:Other name

  (3) Subject to subsection (4) and section 250, an association may carry on business under or identify itself by a name other than its corporate name.

• Marginal note:Directions

  (4) Where an association is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the association not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 35(1)(a) to (e).

Marginal note:Reserved name

39 The Superintendent may, on request, reserve for ninety days a name for a proposed association or for an association that intends to change its name.

Marginal note:Directing change of name

• 40 (1) If through inadvertence or otherwise an association

  • (a) comes into existence or is continued with a name, or

  • (b) on an application to change its name, is granted a name

  that is prohibited by section 35, the Superintendent may, by order, direct the association to change its name and the association shall comply with that direction.

• Marginal note:Revoking name

  (2) If an association has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the association and assign to it a name and, until changed in accordance with section 219 or 221, the name of the association is thereafter the name so assigned.

PART IVMembership

Admittance

Marginal note:Members

• 41 (1) Only a person that is an association, a federal credit union, a central cooperative credit society, a local cooperative credit society, a cooperative corporation, a federal or provincial league or an unincorporated organization consisting wholly of any of those entities may be admitted to membership in an association.

• Marginal note:Condition for membership

  (2) No person shall be admitted to membership in an association until the person’s application for membership has been approved by the directors and the person has complied fully with any by-law governing admission of members.

• (3) [Repealed, 2001, c. 9, s. 264]

• (4) [Repealed, 1994, c. 47, s. 50]

• Marginal note:Membership not transferable

  (5) No transfer of a membership is valid for any purpose.

Marginal note:Right to vote

• 42 (1) Subject to subsection (2) and the by-laws, each member of an association shall have one vote on all matters to be decided by the members.

• Marginal note:Delegates

  (2) The members of an association may, by by-law, provide that the voting rights of a member shall be vested in one or more delegates to be elected or appointed by the member in such manner as may be provided for in the by-laws, and the delegates so elected or appointed may exercise all or any of those rights.

• Marginal note:References

  (3) Where, in this Act, reference is made to a meeting of members of an association and the association has passed a by-law under subsection (2), a reference in this Act to a meeting of members shall be construed as a reference to a meeting of delegates.

Marginal note:Classes of members

43 The members of an association may, by by-law, establish one or more classes of members, and such a by-law may provide for such matters as are necessary, including

• (a) the qualifications for and the terms and conditions applying to membership in each such class;

• (b) the number of delegates to represent each class and the manner of electing or appointing such delegates; and

• (c) the election, appointment or removal of its directors by the members or delegates of particular classes.

Marginal note:Transfer of membership shares

44 No transfer of membership shares in an association is valid unless the transfer is approved by resolution of the directors.

Marginal note:By-laws binding

45 Subject to this Act, every by-law of an association binds the association and its members to the same extent as if

• (a) each member had duly approved the by-law; and

• (b) there were in the by-law a covenant under seal on the part of each member, and the successors and assigns of the member, to conform thereto.

Withdrawal and Expulsion

Marginal note:Notice of withdrawal

46 A member may withdraw from membership in an association by giving six months notice of its intention to the directors or such shorter notice as the directors may fix.

Marginal note:Expulsion

• 47 (1) A member may be expelled from membership in an association by special resolution passed by the directors at a meeting called for that purpose.

• Marginal note:Conditions for resolution

  (2) A special resolution passed under subsection (1) is not valid unless prior written notice is given to the member setting forth the grounds on which the association is seeking to expel it and an opportunity is given to the member to appear, by an agent or counsel, to make submissions at the meeting of the directors called to consider the resolution to expel it.

• Marginal note:Effective date

  (3) A special resolution passed under subsection (1) takes effect on the date on which the member is notified of the resolution or, if later, the date specified in the resolution.

Marginal note:Where withdrawal or expulsion

48 Where a member withdraws or is expelled pursuant to section 46 or 47, the association shall permit the withdrawal of the member’s deposits with the association and shall, in accordance with any by-law passed pursuant to subsection 67(4), redeem the membership shares held by the member, unless

• (a) there are reasonable grounds for believing that the association is, or the payment to redeem the membership shares would cause the association to be, in contravention of any regulation referred to in 409(1) and (2) or any direction referred to in 409(3); or

• (b) subject to paragraph 79(1)(b), the redemption of the membership shares has not been approved by the Superintendent.

Members Register

Marginal note:Members register

• 49 (1) An association shall maintain a members register in which it shall record

  • (a) the names, alphabetically arranged, and latest known addresses of the members and former members of the association;

  • (b) the number of membership shares held by each member; and

  • (c) the date and particulars of the issue and transfer of each membership share.

• Marginal note:Former-Act and amalgamated associations

  (2) For the purposes of subsection (1), “members register” includes similar registers required by law to be maintained by the former-Act association, or by a body corporate amalgamated and continued as an association under this Act, before the coming into force of this section or the amalgamation, as the case may be.

• Marginal note:Application of certain provisions

  (3) Subsection 236(4) and sections 240 to 242 and 246 to 249 apply, with such modifications as the circumstances require, in respect of a members register.

General Provisions

Marginal note:Minimum membership

• 50 (1) The membership in a retail association and the former-Act association must include at least

  • (a) an association;

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

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

  • (d) two provincial leagues not all of which are incorporated under the laws of one province; or

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

• Marginal note:Predominately federal membership

  (1.1) The membership of an association that is not a retail association or the former-Act association must be predominated by associations other than retail associations, by federal credit unions, by federal leagues or by any combination of them.

• Marginal note:If minimum not attained

  (2) If, at any time, the membership in an association is not in accordance with subsection (1) or (1.1), as the case may be, the association shall without delay take the steps that are necessary to

  • (a) apply for a certificate of continuation or letters patent referred to in subsection 32(1); or

  • (b) liquidate and dissolve the association under Part VII.