Interpretation

Marginal note:Definitions

1 The following definitions apply in these Regulations.

Act

Loi

Act means the Canadian Payments Act. (Loi)

affiliate

groupe

affiliate has the same meaning as in section 2 of the Bank Act. (groupe)

direct participant

participant direct

direct participant means a member that has a settlement account at the Bank of Canada. (participant direct)

entity

entité

entity has the same meaning as in section 2 of the Bank Act. (entité)

Election of Directors

Eligibility

Marginal note:Eligibility

• 2 (1) Every director of the Association shall be a director, officer or employee of a member.

• Marginal note:Restriction

  (2) If a director, officer or employee of a member is a director of the Association, no other director, officer or employee of the member or of any entity affiliated with it may be a director of the Association.

Number of Votes

Marginal note:Number of votes

• 3 (1) For the purpose of subsection 13(1) of the Act, the number of votes that a member is entitled to cast for the election of directors of its class equals one ten-thousandth of that member’s payment items volume during the last completed fiscal year immediately preceding the election.

• Marginal note:Payment items volume

  (2) For the purpose of subsection (1), the payment items volume of a member is the number of payment items that the member delivered to or received from other members less the number of payment items, if any, that the member delivered to or received from other members on behalf of any other member, as determined from the records of the member.

• Marginal note:Deemed membership term

  (3) For the purpose of subsection (1), an entity that is a member at the time of an election is deemed to have been a member throughout the last completed fiscal year immediately preceding the election.

Number of Directors to be Elected

Marginal note:Number of directors per class

4 The number of directors to be elected in respect of each of the classes established under subsection 9(3) of the Act is as follows:

• (a) six directors shall be elected by the members of the class described in paragraph 9(3)(a) of the Act;

• (b) two directors shall be elected by the members of the class described in paragraph 9(3)(b) of the Act; and

• (c) a total of four directors shall be elected by the members of the following classes, in accordance with sections 5 and 6:

  • (i) the class described in paragraph 9(3)(c) of the Act,

  • (ii) the class described in paragraph 9(3)(d) of the Act,

  • (iii) the class described in paragraph 9(3)(e) of the Act,

  • (iv) the class described in paragraph 9(3)(f) of the Act, and

  • (v) the class described in paragraph 9(3)(g) of the Act.

Grouping of Classes

Marginal note:Deemed class membership

• 5 (1) A class referred to in subparagraphs 4(c)(i) to (iv) shall be deemed to be part of the class referred to in subparagraph 4(c)(v) for the purpose of an election of directors if

  • (a) the total number of votes that the members of that class are entitled to cast equals to zero; or

  • (b) no candidate has been presented for election by that class.

• Marginal note:Deemed class membership

  (2) If no class is deemed, under subsection (1), to be part of the class referred to in subparagraph 4(c)(v), the class from among those referred to in subparagraphs 4(c)(i) to (iv) whose members are entitled to cast the least number of votes is deemed to be part of the class referred to in subparagraph 4(c)(v). In the event of a tie between two or more classes for the least number of votes, the class with the fewest members is deemed to be part of the class referred to in subparagraph 4(c)(v).

Marginal note:Number of directors — four remaining classes

• 6 (1) If only one class is deemed, under section 5, to be part of the class referred to in subparagraph 4(c)(v), one director shall be elected by the members of each remaining class.

• Marginal note:Number of directors — three remaining classes

  (2) If two classes are deemed, under section 5, to be part of the class referred to in subparagraph 4(c)(v), two directors shall be elected by the members of the remaining class whose members are entitled to cast the greatest number of votes, and one director shall be elected by the members of each of the two other remaining classes. In the event of a tie between two or three classes for the greatest number of votes, two directors shall be elected by the members of the class with the most members.

• Marginal note:Number of directors — two remaining classes

  (3) If three classes are deemed, under section 5, to be part of the class referred to in subparagraph 4(c)(v), the number of directors to be elected by the members of each of the two remaining classes shall be determined as follows:

  • (a) one director shall be elected by the members of any class whose members are entitled to cast 25% or less of the total number of votes that the members of the two remaining classes are entitled to cast;

  • (b) two directors shall be elected by the members of any class whose members are entitled to cast more than 25% but less than 75% of the total number of votes that the members of the two remaining classes are entitled to cast; and

  • (c) three directors shall be elected by the members of any class whose members are entitled to cast at least 75% of the total number of votes that the members of the two remaining classes are entitled to cast.

• Marginal note:Number of directors — one remaining class

  (4) If four classes are deemed, under section 5, to be part of the class referred to in subparagraph 4(c)(v), four directors shall be elected by the members of that class.

Election

Marginal note:Class candidates

• 7 (1) Subject to subsection (2), the members of a class may not vote for a candidate from any other class.

• Marginal note:Exception

  (2) If a class is deemed, under section 5, to be part of the class referred to in subparagraph 4(c)(v), the members of that class may not vote for a candidate from a class other than the class referred to in that subparagraph.

Marginal note:Limitation for direct participants

• 8 (1) No more than four of the directors elected by the members of the class referred to in paragraph 4(a) may be directors, officers or employees of direct participants.

• Marginal note:Exception

  (2) Subsection (1) does not apply if the members of that class that are not direct participants present only one candidate for director. In that case, no more than five of the directors elected by the members of that class may be directors, officers or employees of direct participants.

• Marginal note:Exception

  (3) Subsection (1) does not apply if the members of that class that are not direct participants do not present a candidate for director.

Marginal note:Limitation for direct participants

• 9 (1) No more than two of the directors elected by members of the classes referred to in paragraph 4(c) may be directors, officers or employees of direct participants.

• Marginal note:Exception

  (2) Subsection (1) does not apply if the members of those classes that are not direct participants present only one candidate for director. In that case, no more than three of the directors elected by the members of those classes may be directors, officers or employees of direct participants.

• Marginal note:Exception

  (3) Subsection (1) does not apply if the members of those classes that are not direct participants do not present a candidate for director.

Marginal note:Election of candidates with most votes

10 The elected directors are the candidates who receive the greatest number of votes, until the number of directors elected reaches the number permitted under sections 4, 8 and 9.

Executive Committee

Marginal note:Composition

• 11 (1) The Executive Committee is to consist of eight members, including the Chairperson.

• Marginal note:Make-up of Executive Committee

  (2) The Board shall, in designating members of the Executive Committee under subsection 20(1) of the Act, ensure that

  • (a) three members are directors elected by the members of the class referred to in paragraph 4(a);

  • (b) one member is a director elected by the members of the class referred to in paragraph 4(b);

  • (c) two members are directors elected by members of classes referred to in paragraph 4(c); and

  • (d) one member is a director appointed by the Minister under subsection 9(1.1) of the Act.

Repeal

Marginal note:Repeal

12 The Canadian Payments Association RegulationsFootnote ¹ are repealed.

• Return to footnote ¹SOR/80-927

Coming into Force

Marginal note:Coming into force

13 These Regulations come into force on the day on which they are registered.