Interpretation

Marginal note:Definitions

1 The following definitions apply in this By-law.

Act

Loi

Act means the Canadian Payments Act. (Loi)

Advisory Council

comité consultatif

Advisory Council means the Stakeholder Advisory Council established by section 21.2 of the Act. (comité consultatif)

bank

banque

bank means a bank listed in Schedule I or II to the Bank Act. (banque)

employee

employé

employee, in respect of the Association, includes the President, the secretary, the financial officer and any other officer of the Association. (employé)

payments system

système de paiements

payments system means a system or arrangement for the exchange of messages effecting, ordering, enabling or facilitating the making of payments, or of transfers of value that are eventually cleared and settled as payment items, through the systems operated by the Association. (système de paiements)

Regulations

règlements

Regulations means the regulations made under section 35 of the Act. (règlements)

secretary

secrétaire

secretary means the secretary appointed under section 62. (secrétaire)

service provider

fournisseur de services

service provider means a person or an entity that supports the operation, maintenance and development or enhancement of payments systems that directly or indirectly interface with the national clearing and settlement systems. (fournisseur de services)

stakeholder

intervenant

stakeholder means a person or an entity that is either a user of or a service provider to payments systems, or that represents the interests of a group of users of or service providers to payments systems, but is not a member of or eligible for membership in the Association. (intervenant)

user

usager

user means a person or an entity that is a user of payments systems but is not a member. (usager)

General

Marginal note:Head office

2 The head office of the Association shall be in the National Capital Region as described in the schedule to the National Capital Act.

Marginal note:Affixing seal

3 The Chairperson, the President, the secretary or their delegates may affix the corporate seal to any document of the Association.

Marginal note:Signature on documents

4 Documents required to be signed by the Association shall be signed in the manner specified by the Board.

Marginal note:Certified true copies

5 The Chairperson, the President, the secretary or their delegates may certify a copy of any document of the Association to be a true copy of the original.

Banking Business

Marginal note:Banking business

• 6 (1) The banking business of the Association shall be transacted with any bodies corporate or organizations designated for this purpose by or under the authority of the Board.

• Marginal note:Transactions

  (2) The banking business shall be transacted under any agreements, instructions and delegations of powers that the Board or the Executive Committee prescribes or authorizes.

Marginal note:Deposits

7 The Association may deposit its money with a member. It may otherwise invest its money in any manner that may be approved by the Board.

Board of Directors

Marginal note:Quorum

8 A quorum for any meeting of the Board consists of the Chairperson and a majority of the other directors representing any three of the classes of members described in subsection 9(3) of the Act.

Marginal note:Duties of directors

9 In addition to the duties imposed by subsection 122(1) of the Canada Business Corporations Act, the directors shall, in exercising their powers and performing their duties,

• (a) disclose their interest in any material contract or proposed material contract with the Association, or in any other material matter if they have a reasonable possibility of conflict of interest;

• (b) make reasonable efforts to attend the meetings of the Board and of the committees of which they are members and, if they are unable to attend those meetings, to ensure that their alternate attends; and

• (c) comply with the relevant provisions of the Act, the Regulations, the by-laws and any other law that impose obligations on the directors as directors.

Marginal note:Recall of directors by members

• 10 (1) A director ceases to be a director when a resolution calling for the recall of the director is passed in accordance with subsection 9(4) of the Act.

• Marginal note:Notice to director

  (2) Notice of the resolution shall be given to the director.

• Marginal note:Filling vacancy

  (3) If a notice of intention to fill the vacancy was given in the notice calling the special meeting, the vacancy created by the recall of the director may be filled at the same meeting.

Marginal note:Ceasing to be director

11 A director ceases to be a director when

• (a) the director’s term expires;

• (b) the director dies;

• (c) the director is recalled by a resolution of the members as provided in the Act;

• (d) the director ceases to meet the eligibility requirements to be a director set out in section 9 or 14 of the Act or section 2 of the Canadian Payments Association Election of Directors Regulations; or

• (e) the director resigns, in which case the resignation is effective on the later of

  • (i) the day on which the resignation is given to the Association, and

  • (ii) the day specified in the resignation.

Marginal note:Place of meetings

12 Meetings of the Board may be held at any place in Canada.

Marginal note:Day, time and place of meetings

• 13 (1) Meetings of the Board shall be held on the day and at the time and place that the Board or the Chairperson may fix.

• Marginal note:Request for meeting

  (2) If any four directors request in writing that the Chairperson call a meeting, the Chairperson shall without delay notify the other directors of the request and its subject-matter and call a meeting of the Board within 21 days after receiving the request to consider the matter specified in it.

Marginal note:Notice of meetings

• 14 (1) Notice of the day, time and place of each meeting of the Board shall be given to each director and, for informational purposes, to each alternate director at least seven days before the day on which the meeting is to be held.

• Marginal note:Contents of notice

  (2) The notice shall specify the purpose of or the business to be considered at the meeting if the meeting is being called under subsection 13(2) or if the purpose or business includes a proposal to

  • (a) submit to the members any question or matter that require their approval;

  • (b) fill a vacancy in the office of auditor;

  • (c) issue debt obligations;

  • (d) approve any annual financial statements;

  • (e) adopt, amend or repeal by-laws or rules; or

  • (f) terminate the membership of a member or suspend one or more of their rights.

Marginal note:Meeting without notice

15 The Board may, without notice, hold a meeting immediately following a meeting of members at which directors are elected.

Marginal note:Adjournment of meeting

16 Notice of a meeting of the Board that is adjourned for less than seven days is not required if the day, time and place for the resumption of the meeting are announced at the original meeting.

Marginal note:Regular meetings

• 17 (1) The Board shall establish a schedule of its regular meetings and shall send without delay a copy of the resolution fixing the day, time and place of the regular meetings to each director.

• Marginal note:Other notice not required

  (2) No other notice is required for a regular meeting unless this By-law requires that the purpose of the meeting or the business to be considered be specified in the notice.

Marginal note:Participation by electronic means

• 18 (1) If all of the other directors consent in advance of the meeting, one or more directors may participate in a meeting of the Board by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.

• Marginal note:Consent

  (2) The consent referred to in subsection (1) may be given with respect to all meetings of the Board.

Marginal note:Vote

19 Subject to subsection 4(6) and paragraph 4(7)(b) of the Act, every question put to a vote at a meeting of the Board is decided by a majority of the votes cast.

Marginal note:Invitation to attend meetings

20 The Chairperson may invite any person to attend a meeting of the Board and to participate in its discussions.

Marginal note:Remuneration

21 The remuneration of a director appointed under subsection 9(1.1) of the Act consists of an annual salary of $5,000 and an allowance in the amount of $350 for each meeting of the Board that the director attends and for each meeting of any committee of the Association that requires certain members to be directors that the director attends.

Marginal note:Expenses

• 22 (1) Directors are entitled to be reimbursed for any reasonable travel and living expenses incurred by them in attending meetings of the Board or of any committee of the Association that requires certain members to be directors.

• Marginal note:Services

  (2) Directors who perform any service on behalf of the Association outside the work or services ordinarily required of a director are entitled to be reimbursed for any reasonable travel and living expenses incurred by them in the performance of the service.

• Marginal note:Alternate director

  (3) An alternate director is entitled to be reimbursed for any reasonable travel and living expenses incurred when acting for a director who is unable to act by reason of absence or incapacity, when engaged in the business of a committee of the Association to which he or she has been appointed by virtue of being an alternate director or when, on the request of the Board, attending a meeting of the Board other than for the purpose of acting for a director who is unable to act.

Committees of the Board

General

Marginal note:Delegation of Board’s powers and duties

23 The Board may not delegate any of the following powers and duties to its committees:

• (a) submitting to the members any question or matter that requires their approval;

• (b) filling a vacancy in the office of auditor or President;

• (c) terminating the membership of a member or suspending one or more of their rights;

• (d) approving any financial statements or the operating or capital budgets to be submitted to the members for consideration at the annual meeting of members;

• (e) making, amending or repealing by-laws, rules or statements of principle;

• (f) authorizing any expenditures that were not previously approved in the budgets, except budget over-runs if the principal expenditure was approved in the budget;

• (g) terminating the employment of any employee appointed by the Board, unless the termination is for cause; or

• (h) authorizing the borrowing of money on the credit of the Association, unless the borrowing is of a temporary nature to meet day-to-day requirements.

Marginal note:Review of committee’s decisions

24 Any decision made by a committee in respect of a power delegated to it by the Board is subject to review by the Board, and the decision of the Board on the matter is final.

Marginal note:Meeting procedures

25 The rules respecting the procedure and conduct of meetings of committees of the Board are the same as the rules applicable in the case of meetings of the Board, with any necessary modifications.

Executive Committee

Marginal note:Committee established

26 The Executive Committee is established.

Marginal note:Quorum

27 A quorum for a meeting of the Executive Committee consists of the Chairperson and a majority of the other members of the committee representing three of the classes of members described in subsection 9(3) of the Act.

Marginal note:Calling of meetings

28 Meetings of the Executive Committee may be called by the Chairperson, or by any three of its members, on seven days notice.

Marginal note:Removal or replacement

• 29 (1) Any member of the Executive Committee may be removed or replaced by the Board.

• Marginal note:Term

  (2) A member of the Executive Committee ceases to be a member of the Executive Committee when his or her term as director ends or when he or she otherwise ceases to be a director.

• Marginal note:Vacancy

  (3) If there is a vacancy on the Executive Committee, the Board shall fill it as soon as it is reasonably practicable to do so from among those of its members that are eligible to fill the vacancy. Until the vacancy is filled, the Executive Committee may exercise all of its powers as long as a quorum remains in office.

Finance Committee

Marginal note:Committee established

• 30 (1) The Finance Committee is established and is composed of a maximum of eight members designated by the Board who are directors or alternate directors.

• Marginal note:Members

  (2) The Finance Committee consists of

  • (a) one member representing the Bank of Canada;

  • (b) one member representing the directors who are appointed by the Minister of Finance;

  • (c) no more than three members representing the class of members described in paragraph 9(3)(a) of the Act;

  • (d) no more than one member representing the class of members described in paragraph 9(3)(b) of the Act; and

  • (e) no more than two members representing the classes of members described in paragraphs 9(3)(c) to (g) of the Act.

Marginal note:Chairperson and vice-chairperson

• 31 (1) The members of the Finance Committee shall elect a chairperson and vice-chairperson from among themselves.

• Marginal note:Vice-chairperson

  (2) The vice-chairperson shall act as chairperson in the event of the absence or incapacity of the chairperson or, if the office is vacant, until a new chairperson is elected.

Marginal note:Quorum

32 A quorum for a meeting of the Finance Committee consists of the chairperson or vice-chairperson of the committee and a majority of the other members representing two of the classes of members described in subsection 9(3) of the Act.

Marginal note:Calling of meetings

33 Meetings of the Finance Committee may be called by its chairperson, or by any three of its members, on seven days notice.

Marginal note:Duties

34 The duties of the Finance Committee are to

• (a) assess and make recommendations in respect of all financial procedures and controls;

• (b) oversee the development and presentation of the annual operating and capital budgets of the Association;

• (c) review and make recommendations in respect of the assessment and calculation of membership dues;

• (d) oversee the preparation of financial statements; and

• (e) carry out any further duties that are set out in the terms of reference approved by the Board.

Marginal note:Removal or replacement

• 35 (1) A member of the Finance Committee referred to in any of paragraphs 30(2)(c) to (e) may be removed or replaced by the Board.

• Marginal note:Term

  (2) A member of the Finance Committee ceases to be a member when his or her term as a director or an alternate ends or when he or she otherwise ceases to be a director or an alternate.

• Marginal note:Vacancy

  (3) If there is a vacancy on the Finance Committee, the Board shall fill it as soon as it is reasonably practicable to do so from among those of its members that are eligible to fill the vacancy.

Advisory Council

Marginal note:Composition of Advisory Council

36 The members of the Advisory Council referred to in subsection 21.2(4) of the Act shall be appointed in accordance with the following criteria:

• (a) a minimum of 12 members shall be representatives of users of payments systems, including at least two members representing consumers, at least one member representing the retail sector, at least two members representing the federal and provincial governments and at least one member representing the treasury — cash management sector generally; and

• (b) a minimum of one member shall be a representative of service providers.

Marginal note:Eligibility — stakeholder members

• 37 (1) The members of the Advisory Council referred to in subsection 21.2(4) of the Act shall represent the interests of a particular stakeholder that currently participates in or supports a Canadian payments system.

• Marginal note:Eligibility condition

  (2) Those members shall not be officers, employees or directors of a member of the Association or of an institution eligible for membership in the Association.

Marginal note:Term — stakeholder members

• 38 (1) This section applies to the Advisory Council members referred to in subsection 21.2(4) of the Act.

• Marginal note:First members — term

  (2) For the first Advisory Council, no more than six members shall be appointed for a term of three years, no more than six for a term of two years, and no more than six for a term of one year.

• Marginal note:First members — representation

  (3) The first members shall consist of

  • (a) one consumer representative, one representative for the federal and provincial governments, one representative of service providers and no more than three other members who shall each be appointed for a term of three years;

  • (b) one representative of the retail sector, one representative of the treasury — cash management sector and no more than four other members who shall each be appointed for two years; and

  • (c) one consumer representative, one representative for the federal and provincial governments and no more than four other members who shall each be appointed for one year.

• Marginal note:Re-appointment

  (4) An Advisory Council member may be re-appointed for any number of additional terms.

Marginal note:Term — other members

39 A member of the Advisory Council referred to in subsection 21.2(3) of the Act is a member for the duration of his or her term as a director of the Association.

Marginal note:Duties of chairperson

• 40 (1) The chairperson of the Advisory Council shall preside at all meetings of the Advisory Council and shall perform any other duties that may be required to ensure the proper functioning of the Advisory Council.

• Marginal note:Invitation to attend meetings

  (2) The chairperson may, with the consent of the other members of the Advisory Council, invite any person to attend a meeting of the Advisory Council and to participate in its discussions.

• Marginal note:Vice-chairperson

  (3) The vice-chairperson shall act as chairperson in the event of the absence or incapacity of the chairperson or, if the office is vacant, until a new chairperson is elected.

Marginal note:Duties of Advisory Council members

41 In exercising their powers and performing their duties, the members of the Advisory Council referred to in subsection 21.2(4) of the Act shall

• (a) take into account the objects of the Association;

• (b) act honestly and in good faith with a view to the best interests of the Advisory Council;

• (c) fairly represent the stakeholder interest that they were appointed to represent and actively solicit the views of their sector;

• (d) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

• (e) withdraw from discussion of a particular item in respect of which they have a reasonable possibility of a conflict of interest;

• (f) submit their resignation if they have been absent without just cause from three consecutive meetings of the Advisory Council; and

• (g) comply with the relevant provisions of the Act and this By-law.

Marginal note:Invitations to nominate

• 42 (1) At least 90 days before the day on which the Advisory Council members referred to in subsection 21.2(4) of the Act are to be appointed, the Association shall identify the stakeholders, notify them of any vacancies on the Advisory Council and invite them to submit nominations for membership on the Advisory Council.

• Marginal note:Contents of notice

  (2) The notice shall set out the requirements for membership on the Advisory Council and outline the nomination procedure and selection process.

• Marginal note:Nominations

  (3) Any person, including a person who has not been invited to submit nominations, may submit nominations for membership on the Advisory Council, if the person complies with the procedures for submitting nominations that are set out in this By-law and in any notice of vacancy issued by the Association, and if the nominees meet the requirements for membership.

• Marginal note:Time limit

  (4) Nominations shall be submitted to the Board at least 30 days before the day on which those nominations are to be considered.

• Marginal note:Contents of nomination

  (5) Each nomination shall contain the following information and any other information that may be required by the notice:

  • (a) the name, address and telephone number of the nominee;

  • (b) a description of the specific industry or group whose interests would be represented by the nominee; and

  • (c) an explanation of how the nominee meets the requirements for membership on the Advisory Council.

Marginal note:Primary criteria for appointment

43 The Board, in consultation with the Minister of Finance, shall evaluate each nomination received under section 42 on the basis of the membership requirements and shall

• (a) take into consideration whether the stakeholder whose interests would be represented by the nominee has other established consultative processes for directly articulating that stakeholder’s opinions and perspectives to the Association or to any of its working groups or committees;

• (b) give preference to nominees who represent stakeholders whose interests are national in scope;

• (c) with respect to nominees who are representatives of users of payments systems, give preference to those nominees who represent associations, groups, organizations or other entities that represent the interests of a broad constituency or, in the absence of such associations, groups, organizations or other entities, to nominees who represent the interests of a prominent firm within their industry; and

• (d) with respect to nominees who are representatives of service providers, give preference to nominees who represent associations, groups, organizations or other entities that represent the common interests of the majority of participants in a particular industry or, in the absence of such associations, groups, organizations or other entities, to nominees who represent the interests of a prominent firm within their industry.

Marginal note:Secondary criteria for appointment

44 If, after evaluating each nomination on the basis of the criteria set out in section 43, the number of qualified nominees exceeds the number of vacancies on the Advisory Council, the Board may take into consideration

• (a) whether the stakeholder whose interests would be represented by the nominee is already adequately represented on the Advisory Council;

• (b) the business of the stakeholder whose interests would be represented by the nominee and its degree of reliance on the payments system;

• (c) the level of research and development with regard to payments systems undertaken by the stakeholder whose interests would be represented by the nominee; and

• (d) the nominee’s affiliations or experience with international payments systems organizations.

Marginal note:Notification of appointments

45 Within 30 days after the day on which the Board appointed the required number of Advisory Council members referred to in subsection 21.2(4) of the Act, the Association shall notify the nominees, and the stakeholders who were invited to submit nominees, of the appointments.

Marginal note:Removal of Advisory Council members

46 On the recommendation of the Advisory Council, the Board may, in consultation with the Minister of Finance, remove an Advisory Council member referred to in subsection 21.2(4) of the Act from office if

• (a) the member has been absent without just cause from three consecutive meetings of the Advisory Council;

• (b) the stakeholder whose interests the member represents ceases to exist or is no longer a stakeholder as defined in this By-law; or

• (c) the member no longer meets the membership criteria for the Advisory Council as set out in the Act or in this By-law.

Marginal note:Vacancies

47 An Advisory Council member ceases to be a member when

• (a) the member’s term expires;

• (b) the member dies;

• (c) the member is removed from office under section 46;

• (d) the member ceases to be a director of the Association, in the case of a member referred to in subsection 21.2(3) of the Act; or

• (e) the member resigns, in which case the resignation is effective on the later of

  • (i) the day on which the resignation is given to the Board, and

  • (ii) the day specified in the resignation.

Marginal note:Effect of vacancy

• 48 (1) If a vacancy of a member referred to in subsection 21.2(4) of the Act occurs under paragraph 46(a) or (c) or 47(b) or (e) three months or more before the expiry of the member’s term, the stakeholder whose interests that member represents shall nominate a substitute representative for the remainder of the term. If less than three months of the term remains, the vacancy shall not be filled.

• Marginal note:Effect of vacancy

  (2) If a vacancy occurs under paragraph 46(b) one year or more before the expiry of the member’s term, the Board shall appoint a substitute Advisory Council member for the remainder of the term. If less than one year of the term remains, the vacancy shall not be filled.

• Marginal note:Effect of vacancy

  (3) If, under paragraph 47(b), (d) or (e), a vacancy of a member who is a director referred to in subsection 21.2(3) of the Act occurs three months or more before the expiry of the director’s term, the Board shall replace the member with another director of the Association for the remainder of the original director’s term.

Marginal note:Place of meetings

49 Meetings of the Advisory Council may be held at any place in Canada.

Marginal note:Number of meetings

50 The Advisory Council shall meet at least three times per year.

Marginal note:Request for meetings

51 If any six Advisory Council members request in writing that the chairperson of the Advisory Council call a meeting, the chairperson shall notify the other members of the request and call a meeting of the Advisory Council within 21 days after receiving the request to consider any matter specified in the request.

Marginal note:Notice of meetings

• 52 (1) Unless all of the Advisory Council members agree otherwise, notice of the day, time and place of each meeting of the Advisory Council shall be given to each member of the Advisory Council at least seven days before the day scheduled for the meeting.

• Marginal note:Contents of notice

  (2) The notice of meeting need not specify the purpose of the meeting, except if the meeting is called under section 51.

Marginal note:Meeting attendance

53 If an Advisory Council member is unable to attend a particular meeting, the member may, with the consent of the chairperson of the Advisory Council, nominate another person to attend the meeting on his or her behalf.

Marginal note:Participation by electronic means

54 If the chairperson of the Advisory Council consents in advance of the meeting, one or more Advisory Council members may participate in a meeting of the Advisory Council by means of such telephonic, electronic or other communications facilities that permit all persons participating in the meeting to be able to communicate adequately with each other during the meeting.

Marginal note:Vote

• 55 (1) Every question put to a vote at a meeting of the Advisory Council is decided by a majority of the votes cast.

• Marginal note:Entitlement to vote

  (2) Advisory Council members referred to in subsection 21.2(3) of the Act are not entitled to vote on any issue.

• Marginal note:Casting vote

  (3) In the case of a tie vote, the chairperson of the Advisory Council is entitled to a second vote.

Marginal note:Quorum

56 A quorum for a meeting of the Advisory Council is a majority of the members.

Marginal note:Expenses

57 The chairperson and vice-chairperson of the Advisory Council and the Advisory Council members who represent the interests of consumer groups are entitled to be reimbursed for their reasonable travel and living expenses incurred by them while engaged in the business of the Advisory Council and absent from their ordinary place of residence.

Marginal note:Administrative support

58 The Association shall provide reasonable administrative support to the Advisory Council.

Marginal note:Workplan and budget

• 59 (1) Each year the Advisory Council shall submit an annual workplan and budget for the Board’s approval.

• Marginal note:Responsibility for costs

  (2) Subject to the Board’s approval of the workplan and budget, the Association is responsible for any reasonable costs associated with holding meetings of the Advisory Council.

Officers and other Employees

Marginal note:Chairperson

60 The Chairperson presides at all meetings of the Board, the Executive Committee and members and, if requested in the notice or requisition calling the meeting, at meetings of classes or of groups of classes of members, and has any other powers and duties that are provided in the by-laws.

Marginal note:Deputy Chairperson

61 The alternate director appointed by the Bank of Canada under paragraph 9(1)(b) of the Act is designated the Deputy Chairperson.

Marginal note:Secretary and financial officer

• 62 (1) The Board may appoint a secretary and a financial officer, however they are described.

• Marginal note:Other employees

  (2) The Board or Executive Committee may appoint any other employees that may be required.

• Marginal note:Holding more than one office

  (3) A person may hold more than one office.

Marginal note:Secretary

63 The powers and duties of the secretary are

• (a) except when another employee has been given these duties under section 65, to attend and be the secretary at all meetings of the Board, committees of the Board and members and, if requested in the notice or requisition calling the meeting, at meetings of classes or of groups of classes of members;

• (b) to enter or cause to be entered in records kept for that purpose, minutes of all meetings referred to in paragraph (a);

• (c) to give or cause to be given all notices to members, directors, employees, the auditor and members of committees of the Board;

• (d) to be the custodian of the corporate seal of the Association and of all documents belonging to the Association;

• (e) to file the reports required by law;

• (f) to keep up to date a list of current members, segregated by class, specifying their address, date of membership and the number of votes to which each member is entitled, as well as a list of current directors and alternate directors; and

• (g) to exercise any other powers and perform any other duties that the Board, the Executive Committee or the President may specify.

Marginal note:Financial officer

64 The powers and duties of the financial officer are

• (a) except when another employee has been given these duties under section 65, to keep proper accounting records in compliance with the law and to be responsible for the deposit of money, the disbursement of funds and the safekeeping of securities of the Association;

• (b) to render to the Board or the Executive Committee as required an account of all of his or her transactions as financial officer and of the financial position of the Association; and

• (c) to exercise any other powers and perform any other duties that the Board, the Executive Committee or the President may specify.

Marginal note:Powers and duties of other employees

65 The powers and duties of the other employees shall be set out in their contracts of employment with the Association or as the Board, the Executive Committee or the President may specify.

Marginal note:Termination by Board

• 66 (1) The Board may terminate the employment of any employee.

• Marginal note:Termination by Executive Committee

  (2) The Executive Committee may terminate for cause the employment of any employee appointed by the Board or the Executive Committee and may terminate the employment of any other employee with or without cause.

• Marginal note:Termination by President

  (3) The President may terminate the employment of any employee, other than an employee who was appointed by the Board or the Executive Committee.

Marginal note:Fiduciary duties of employees

• 67 (1) It is a term of the contract of employment of every employee of the Association that the employee shall act honestly and in good faith with a view to the best interests of the Association and shall avoid conflicts of interest.

• Marginal note:Disclosure

  (2) Every employee is required to disclose his or her interest in any material contract or proposed material contract with the Association.

• Marginal note:Employees to be informed

  (3) Subsections (1) and (2) shall be made known, and their substance shall be explained, to every employee on his or her appointment.

Marginal note:Fidelity bonds

68 The Board may require that any employee or agent of the Association furnish a bond for the faithful discharge of their powers and duties, in any form and with any surety that the Board may determine.

Protection of Directors and Employees

Marginal note:Indemnity

• 69 (1) The Association may indemnify any director or employee, or former director or employee, and his or her heirs and legal representatives, against all costs, charges and expenses — including an amount paid to settle an action or to satisfy a judgment — reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she was made a party by reason of being or having been a director or employee of the Association, if

  • (a) the director, employee, former director or former employee acted honestly and in good faith with a view to the best interests of the Association; and

  • (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director, employee, former director or former employee had reasonable grounds for believing that his or her conduct was lawful.

• Marginal note:Indemnity

  (2) The Association shall indemnify any person referred to in subsection (1) who has been substantially successful on the merits in the defence of any civil, criminal or administrative action or proceeding to which that person was made a party by reason of being or having been a director or employee of the Association, against all costs, charges and expenses reasonably incurred by him or her in respect of that action or proceeding.

Marginal note:Insurance

70 The Association may purchase and carry liability insurance coverage in respect of any person referred to in section 69 in any amount that it may determine.

Marginal note:Dissent

• 71 (1) Subsections 123(1) to (3) of the Canada Business Corporations Act apply in respect of dissents by directors to actions taken or resolutions passed by the Board or any committee of the Board.

• Marginal note:Copy of provisions

  (2) The secretary shall give a copy of those provisions to each director and alternate director on their election.

Registration and Application for Membership

Marginal note:List of members

72 The secretary, or another person designated by the Board for that purpose, shall cause to be established and maintained a list of the members, the address of their head office (or another address designated by them for the delivery of notices, including an electronic mail address) and the date of their membership.

Marginal note:Banks and authorized foreign banks

• 73 (1) The Association shall register every bank and every authorized foreign bank as a member.

• Marginal note:Requirements of statements

  (2) Each bank, on its coming into existence, and each authorized foreign bank, on the effective date of the order permitting it to establish a branch in Canada under subsection 524(1) of the Bank Act, shall give the Association a statement setting out

  • (a) its name and the date on which and method by which it came into existence;

  • (b) the date on which it intends to commence operation;

  • (c) the address of its head office or another address designated by it as its address for the delivery of notices;

  • (d) the name and address of its president or chief executive officer;

  • (e) the names and addresses of its directors and senior officers;

  • (f) certified copies of its Act of incorporation or letters patent and its by-laws;

  • (g) copies of its audited financial statements for the last five fiscal years, or for all of its fiscal years if it has existed for less than five years;

  • (h) its authorization for the Association to contact and to receive information about it from the Office of the Superintendent of Financial Institutions and, in the case of an authorized foreign bank, from the regulatory authority in the foreign country in which it was incorporated or formed; and

  • (i) its agreement to provide any other information about itself that may be required by the Association in connection with the objects, purposes, business or affairs of the Association.

• 74 (1) and (2) [Repealed, SOR/2010-43, s. 36]

• Marginal note:Effect of membership

  (3) Every bank and every authorized foreign bank is liable to pay membership dues and is entitled to vote at meetings of members as of the day on which its membership becomes effective.

Marginal note:Other members

75 Every application for membership submitted to the Association under paragraph 4(1)(d) of the Act shall include

• (a) the name of the applicant and the date on which and method by which it came into existence;

• (b) the address of the applicant’s head office or another address designated by it as its address for the delivery of notices;

• (c) the name and address of the applicant’s president or chief executive officer;

• (d) the names and addresses of the applicant’s directors and senior officers;

• (e) a certified copy of the resolution of the applicant’s board of directors or executive committee authorizing the application;

• (f) copies of the applicant’s audited financial statements for the last five fiscal years, or for all of its fiscal years if the applicant has existed for less than five years;

• (g) certified copies of the applicant’s charter, letters patent or articles of incorporation and its by-laws; and

• (h) the applicant’s agreement to provide any other information about itself that may be required by the Association in connection with the objects, purposes, business or affairs of the Association.

Marginal note:Additional information

76 In addition to the information required to be provided to the Association under section 75, the application for membership shall include

• (a) if the applicant is subject to a regulatory authority, the name of the regulatory authority and the applicant’s authorization for the Association to contact and receive information from that regulatory authority;

• (b) if the applicant is a securities dealer, evidence of its membership in one of the organizations set out in section 2 of the Canadian Payments Association Membership Requirements Regulations and evidence of registration as a securities dealer under provincial laws;

• (c) if the applicant is a qualified corporation, on behalf of its money market mutual fund, a copy of the most current final version of its prospectus, a copy of the prospectus receipt from a securities commission, a copy of its most recently published list of investments and a legal opinion certifying that the applicant meets all of the membership requirements set out in the Act, the Regulations and the by-laws;

• (d) if the applicant is a trustee of a qualified trust, a certified copy of its trust agreement, a copy of the most current final version of its prospectus, a copy of the prospectus receipt from a securities commission, a copy of its most recently published list of investments and a legal opinion certifying that the applicant meets all of the membership requirements set out in the Act, the Regulations and the by-laws;

• (e) if the applicant is a central, a trust company or a loan company, a statement from the applicant setting out that it accepts deposits transferable by order to a third party and, if applicable, its confirmation of a clearing arrangement; and

• (f) if the applicant is a person that accepts deposits transferable by order to a third party, a statement from the applicant setting out that it accepts deposits transferable by order to a third party, evidence that the deposits made with the applicant are insured or guaranteed under a federal or provincial statute and, if applicable, its confirmation of a clearing arrangement.

• 77 (1) [Repealed, SOR/2010-43, s. 37]

• Marginal note:Effect of membership

  (2) An applicant is liable to pay membership dues and is entitled to vote at meetings of members on the day on which it becomes a member.

Marginal note:Notification of change in circumstances

78 Every member shall notify the Association without delay of any change in circumstances that would affect the member’s entitlement to membership.

Meetings of Members

Marginal note:Annual meeting

79 Subject to section 25 of the Act, the annual meeting of members shall be held on the day and at the time and place that the Board or the Chairperson may determine.

Marginal note:Special meeting

80 The Board or the Chairperson may call a special meeting of members at any time for the consideration of any business that the members may transact.

Marginal note:Requisition of meeting

• 81 (1) Any three classes of members set out in subsection 9(3) of the Act may, by a written request signed by one third of the members of each of those classes, requisition the Chairperson to call a meeting of members.

• Marginal note:Content of requisition

  (2) The requisition shall state the business to be considered at the meeting and shall be sent to each director and to the head office of the Association.

• Marginal note:Calling of meeting

  (3) On receiving the requisition, the Chairperson shall call a meeting of members to consider the business stated in the requisition, unless

  • (a) a record date has been fixed under section 86; or

  • (b) a meeting of members has been called and notice of the meeting has already been given under section 84.

• Marginal note:Consideration of business at next meeting

  (4) If the circumstance described in paragraph (3)(a) or (b) exists, the business stated in the requisition shall be considered at the next meeting of members.

• Marginal note:Calling of meeting by members

  (5) If the Chairperson does not call a meeting within 21 days after receiving the requisition and if neither of the circumstances described in paragraph (3)(a) or (b) exist, any three members who signed or voted for that requisition may call the meeting.

Marginal note:Place of meetings

82 Meetings of members shall be held at any place in Canada that the Board or Chairperson may determine as stated in the notice calling the meeting.

Marginal note:Participation by electronic means

83 If the Chairperson consents in advance of the meeting, one or more members may participate in a meeting of members by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.

Marginal note:Notice of meeting

• 84 (1) Notice of the day, time and place of each meeting of members shall be given not more than 50 days and not less than 21 days before the day of the meeting, to each director (of the class or classes in the case of a meeting of a class or of a group of classes of members, as the case may be), to the auditor (except in the case of a meeting of a class or of a group of classes of members) and to each member entitled to notice under section 85.

• Marginal note:Contents of notice

  (2) Notice of a meeting of members called for any purpose other than consideration of the operating and capital budgets and auditor’s report, an election of directors or a reappointment of the incumbent auditor shall state the nature of the business to be considered in sufficient detail to permit the members to form a reasoned judgment on the business and shall include the text of any resolution to be submitted at the meeting.

Marginal note:Members entitled to notice — record date fixed

• 85 (1) If a record date for a meeting of members is fixed under section 86, the members registered and in good standing at the close of business on the record date are entitled to receive notice of the meeting.

• Marginal note:Members entitled to notice — no record date fixed

  (2) If no record date is fixed under section 86, the members registered and in good standing at the close of business on the day immediately preceding the day on which notice of the meeting is given are entitled to receive notice of the meeting.

• Marginal note:List of members entitled to notice

  (3) Before every meeting of members the Association shall prepare a list of the members entitled to receive notice of the meeting that shows the number of votes held by each member as provided by the Act, the Canadian Payments Association Election of Directors Regulations and the by-laws.

• Marginal note:Examination of list

  (4) The membership list shall be available for examination by any member during usual business hours at the head office of the Association, or at the place where the membership list is maintained, and at the meeting for which the list was prepared.

• Marginal note:Late admission — effect

  (5) No member is precluded from attending and voting at a meeting of members by reason only of the fact that they became a member of the Association after a record date was fixed under section 86 or after the day on which notice of the meeting was given, as the case may be.

Marginal note:Record date

86 The Board may fix a day as a record date for the determination of the members entitled to notice of any meeting of members, but the record date must not precede the day of the meeting by more than 50 days or less than 21 days.

Marginal note:Meeting without notice

• 87 (1) Despite sections 84 to 86, a meeting of members may be held without notice if

  • (a) all of the members entitled to vote at the meeting are represented either personally or by proxy, or if those not represented either personally or by proxy waive notice of or otherwise consent to the meeting being held; and

  • (b) except in the case of a meeting of a class or of a group of classes of members, the auditor and the directors are present or waive notice of or otherwise consent to the meeting being held.

• Marginal note:Attending for the purpose of objecting

  (2) Subsection (1) does not apply if any member or director or the auditor attends the meeting for the express purpose of objecting to the meeting being held on the grounds that the meeting was not lawfully called.

Marginal note:Chairperson

• 88 (1) The Chairperson presides at all meetings of members unless the Chairperson designates the President to do so.

• Marginal note:Chairperson selected by members

  (2) If neither the Chairperson nor the President is present 15 minutes after the time fixed for holding the meeting, the members entitled to vote who are represented either personally or by proxy shall choose one of themselves to be chairperson.

• Marginal note:If secretary absent

  (3) If the secretary is absent, the chairperson of the meeting shall designate a person, who need not be a representative of a member, to act as secretary of the meeting.

• Marginal note:Scrutineers

  (4) One or more scrutineers, who need not be the representatives of any members, may be appointed by the board in advance of the meeting or by the chairperson of the meeting with the consent of the members present.

Marginal note:Persons entitled to be present

• 89 (1) The only persons entitled to be present at a meeting of members are not more than two representatives or proxyholders of the members entitled to vote at the meeting, the directors (of the class or classes in the case of a meeting of a class or of a group of classes of members, as the case may be) and their alternates, the auditor of the Association (except in the case of a meeting of a class of members or of a group of classes of members) and any other person who, although not entitled to vote, are entitled or required under any provision of the Act or the by-laws to be present at the meeting.

• Marginal note:Admission by invitation

  (2) Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the members present at the meeting.

Marginal note:Quorum

• 90 (1) A quorum for any meeting of members is the quorum described in section 24 of the Act.

• Marginal note:No quorum

  (2) If there is no quorum at the opening of any meeting of members, the members represented either personally or by proxy may adjourn the meeting to a day, time and place that they may fix, but they may not consider any other business.

Marginal note:Representatives and proxyholders

• 91 (1) Every member entitled to vote at a meeting of members shall appoint a representative and may appoint a proxyholder as well as one or more alternate representatives or proxyholders, with full authority to attend and act for the member at the meeting.

• Marginal note:Notice

  (2) Every member shall give notice of the appointment of their representative to the secretary at least 48 hours before the commencement of the first meeting at which the representative is to act. The appointment remains in effect until the member gives notice of revocation of the appointment to the secretary.

• Marginal note:Format of proxies

  (3) Proxies shall be in a written or printed format or in a format generated by telephonic or electronic means and shall bear the written or electronic signature of the member. A proxy lapses at the close of the meeting in respect of which it was given or at the close of any meeting to which the meeting was adjourned.

• Marginal note:Form of proxy

  (4) The secretary shall provide a form of proxy to any member that requests one.

Marginal note:Deposit of proxies

• 92 (1) The Board shall specify, in the notice of the meeting of members, the name of the person with whom proxies are to be deposited and the time, which must not precede the meeting by more than 48 hours (exclusive of holidays), before which proxies must be deposited.

• Marginal note:Validity of proxy

  (2) A proxy is valid only if it was deposited with the person, or an agent of that person, specified in the notice of the meeting, within the period specified in the notice.

Marginal note:Vote

• 93 (1) Subject to subsection 9(4) of the Act, every question put to a vote at a meeting of members is, decided by a majority of the votes cast on the question.

• Marginal note:Manner of taking vote

  (2) The chairperson of the meeting shall specify the manner in which the vote on each question is to be taken.

• Marginal note:Casting of votes

  (3) Every vote that a member is entitled to cast on a particular question shall be cast by the same representative or proxyholder.

• Marginal note:Chairperson’s vote

  (4) The chairperson of the meeting may only vote in the case of a tie.

Marginal note:Vote by show of hands

• 94 (1) When a question is to be voted on by a show of hands, every member who is entitled to vote and represented personally has one vote.

• Marginal note:Declaration by chairperson

  (2) When a vote by a show of hands has been taken on a question, unless a ballot on the question is requested, a declaration by the chairperson of the meeting that the vote was carried, carried by a particular majority or not carried is the decision of the members on the question.

• Marginal note:Proving results of vote

  (3) The entry of a declaration in the minutes of the meeting is prima facie proof that the vote on the question was carried, carried by a particular majority or not carried, without having to prove the number or proportion of the votes recorded in favour of or against any resolution.

Marginal note:Vote by ballot

• 95 (1) Any representative of a member or any proxyholder entitled to vote at the meeting may request a ballot on any question proposed for consideration at a meeting of members, whether or not a show of hands has been taken on the question.

• Marginal note:Manner of taking ballot

  (2) If such a ballot is requested, it shall be taken in the manner that the chairperson of the meeting directs.

• Marginal note:Withdrawal of request

  (3) A request for a ballot may be withdrawn at any time before the taking of the ballot.

• Marginal note:Number of votes

  (4) If a ballot is taken, each person present is entitled, in respect of the votes that the person is entitled to cast as a representative of a member or as a proxyholder, to the number of votes provided by the Act, the Canadian Payments Association Election of Directors Regulations and the by-laws.

Marginal note:Adjournment — notice not required

• 96 (1) Notice of a meeting of members that is adjourned for less than 30 days is not required if the day, time and place for the resumption of the meeting are announced at the original meeting.

• Marginal note:Adjournment — notice required

  (2) If a meeting of members is adjourned one or more times for a total of 30 days or more, notice of the resumption of the meeting shall be given as for an original meeting.

Meeting of a Class or of a Group of Classes of Members

Marginal note:Meeting of a class

• 97 (1) For the classes of members created by either of paragraph 9(3)(a) or (b) of the Act, two members of one class representing at least 10% of the votes entitled to be cast at a meeting of that class of members as determined under section 3 of the Canadian Payments Association Election of Directors Regulations may at any time call a meeting of that class or requisition the Chairperson to call a meeting of the class.

• Marginal note:Requisition

  (2) The requisition shall state the business to be considered at the meeting and shall be sent to each director of the class and to the head office of the Association.

• Marginal note:Calling a meeting

  (3) On receiving the requisition, the Chairperson shall call the meeting unless

  • (a) a record date has been fixed under section 86; or

  • (b) a meeting of members has already been called and notice of the meeting has been given under section 84.

Marginal note:Meeting of a group of classes

• 98 (1) If different classes of members are grouped together under the Canadian Payments Association Election of Directors Regulations, two of the members of that group representing at least 10% of the total votes entitled to be cast for the election of directors may at any time call a meeting of the group of classes or requisition the Chairperson to call a meeting of the group of classes.

• Marginal note:Requisition

  (2) The requisition shall state the business to be considered at the meeting and shall be sent to each director of the group of classes and to the head office of the Association.

• Marginal note:Calling a meeting

  (3) On receiving the requisition, the Chairperson shall call the meeting unless

  • (a) a record date has been fixed under section 86; or

  • (b) a meeting of members has already been called and notice of the meeting has been given under section 84.

Marginal note:Special meeting

99 The Board or the Chairperson may call a special meeting of a class of members at any time for the consideration of any business that the members may transact.

Marginal note:Procedure

100 The procedures applicable to meetings of members are the same for meetings of a class or of a group of classes of members, with any necessary modifications.

Marginal note:Chairperson

• 101 (1) Subject to section 60, the members present at any meeting of a class or of a group of classes of members shall appoint a person to act as chairperson of the meeting.

• Marginal note:Secretary

  (2) Subject to paragraph 63(a), the chairperson shall appoint a person, who need not be a representative of a member, to act as secretary of the meeting.

• Marginal note:Scrutineers

  (3) The chairperson, with the consent of the members present at the meeting, may appoint one or more scrutineers, who need not be representatives of members.

Marginal note:Resolutions

102 If a resolution passed at a meeting of a class or of a group of classes of members is required to be communicated to the Board or to the President or the class or group of classes of members requests that it be communicated to them, a copy of the resolution, certified by the chairperson and the secretary of the meeting, shall be sent to the intended recipient.

Marginal note:Quorum

• 103 (1) A quorum for any meeting of a class or of a group of classes of members is the same as the quorum required by the Act for a meeting of a class or of a group of classes of members called to elect a director.

• Marginal note:No quorum

  (2) If there is no quorum at any meeting of a class of members or of a group of classes of members, the members represented either personally or by proxy may adjourn the meeting to a day, time and place that they may fix, but they may not consider any other business.

Suspension of Rights of Members

Marginal note:Suspension

• 104 (1) Despite Canadian Payments Association By-law No. 6 — Compliance, the Board may suspend one or more of the rights of a member if

  • (a) the member has failed on more than one occasion to comply with the Act, by-laws or rules; or

  • (b) a liquidator, trustee in bankruptcy, receiver or receiver-manager is appointed by any authorized person or a court of competent jurisdiction to take possession of all or any part of the assets or undertakings of the member, or if a member proposes any arrangement or composition with its creditors, invokes any statute in that regard or commits any act of bankruptcy.

• Marginal note:Notice to member — suspension

  (2) The Board shall, as soon as practicable, notify the member in writing of the suspension of the member’s rights and the reasons for the suspension and, if the Board considers it necessary, shall notify at the same time the other members in writing of the suspension.

• Marginal note:Review

  (3) If the Board receives, within five days after the member receives the notice, a request from the member to review the decision, the Board shall review its decision and provide the member with an opportunity to make representations.

• Marginal note:Notice to member — review

  (4) The Board shall, as soon as practicable after the review, notify the member in writing of its decision, including reasons and shall notify the other members at the same time in writing of the decision if

  • (a) the members were previously notified of the suspension under subsection (2) and the suspension was terminated; or

  • (b) the members were not previously notified of the suspension under subsection (2) and the suspension was confirmed.

• Marginal note:Notice to other members

  (5) The Board shall notify the other members in writing of the suspension if no request for a review is received within the time period specified in subsection (3) and the Board did not previously notify the other members under subsection (2).

• Marginal note:Survival of obligations to pay

  (6) Despite the suspension of a member’s rights, the member continues to be liable to pay fees and membership dues.

Marginal note:Application of By-law No. 6

105 The suspension of a member’s rights under section 104 does not affect the operation of Canadian Payments Association By-law No. 6 — Compliance in respect of the member.

Marginal note:Reinstatement

106 The Board shall reinstate the rights of a member that have been suspended under section 104 if the member applies for reinstatement and the reasons for the suspension no longer exist.

Notice

Marginal note:Method of giving notices

• 107 (1) Any notice to be given under the by-laws or otherwise is sufficiently given if it is given by personal delivery, transmitted by telex, telecopier, electronic mail or telegram, or sent by first class mail (except during periods of actual or threatened interruption of normal postal service because of weather or labour disturbance) postage prepaid, addressed to the intended recipient at the recipient’s address as recorded on the membership list or in the records of the Association.

• Marginal note:Delivered notice

  (2) A notice given by personal delivery is considered to have been given on the day it is delivered.

• Marginal note:Mailed notice

  (3) A notice sent by first class mail is considered to have been given on the fifth day after it was mailed.

• Marginal note:Notices sent by other means

  (4) A notice transmitted by telex, telecopier, electronic mail or telegram is considered to have been given on the day it is transmitted.

• Marginal note:Change of address

  (5) The secretary may change or cause to be changed in the records of the Association the address of any member, director, officer, auditor or member of a committee of the Board in accordance with any reliable information.

• Marginal note:Notice of change of address

  (6) Members shall inform the secretary of any change in their address.

Marginal note:Computation of day to give notice

108 In computing the day when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the day that the notice is given is excluded and the day of the meeting or other event is included.

Marginal note:Omissions and errors

109 The accidental omission to give a notice to a person entitled to the notice, the non-receipt of a notice by any such person, or any error in a notice not affecting its substance does not invalidate any action taken at any meeting held pursuant to the notice or otherwise founded on the notice.

Marginal note:Waiver of notice or abridgement of time

• 110 (1) Any person entitled to be given a notice may, at any time, waive any notice or abridge the time for any notice required to be given to that person under any provision of the by-laws or otherwise.

• Marginal note:Effect of waiver or abridgement

  (2) A waiver or abridgment, whether given before, at or after the meeting or other event of which a notice was required to be given, cures any default in the giving of or in the time for the notice, as the case may be.

• Marginal note:Effect of attending meeting

  (3) A person who attends a meeting of which they were entitled to be given notice is considered to have waived notice of the meeting, except if that person attends for the express purpose of objecting to the meeting being held on the grounds that the meeting was not lawfully called.

• Marginal note:Requirements

  (4) A waiver or abridgment shall be given in writing, but a waiver of notice of a meeting of members, of the Board or of a committee of the Board, may be given in any manner.

Repeal

Marginal note:Repeal

111 The By-law No. 1 — General By-law of the Canadian Payments Association, published in Part I of the Canada Gazette on January 30, 1982, is repealed.

Coming into Force

Marginal note:Coming into force

112 This By-law comes into force on the day on which it is registered.