Bill 8 - An Act to Amend the Credit Unions Act

BILL 8

An Act to Amend the Credit Unions Act

Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:

1 Section 1 of the Credit Unions Act, chapter C-32.2 of the Acts of New Brunswick, 1992, is amended

(a) by repealing the definition “federation” and substituting the following:

“federation” means (fédération)

(a) the Fédération des caisses populaires acadiennes, or

(b) Atlantic Central;

(b) by repealing the definition “patronage refund” and substituting the following:

“patronage refund” means an amount that under this Act is allocated among and credited or paid by a credit union or the Fédération des caisses populaires acadiennes to its members, based on the business that has been done with it by each of those members; (ristourne)

“representative” (représentant) means a person appointed or elected or deemed to be appointed under section 180 to represent a credit union that is a member of the Fédération des caisses populaires acadiennes at meetings of the Fédération des caisses populaires acadiennes;

(d) by repealing the definition “stabilization board” and substituting the following:

“stabilization board” means (office de stabilisation)

(a) the Office de Stabilisation de la Fédération des Caisses Populaires Acadiennes Limitée continued under subsection 194(1), or

(b) Brunswick Credit Union Stabilization Board Limited continued under subsection 194(2);

(e) by adding the following definitions in alphabetical order:

“Atlantic Central” means Atlantic Central continued under the Credit Union Act (Nova Scotia); (Atlantic Central)

“charter by-law” means a by-law of Atlantic Central that requires the approval of the Superintendent of Credit Unions of Nova Scotia appointed under the Credit Union Act (Nova Scotia); (règlement administratif homologué)

“delegate” means a person appointed or elected, in accordance with the charter by-laws of Atlantic Central, to represent a credit union that is member of Atlantic Central at Atlantic Central’s meetings; (délégataire)

“Fédération des caisses populaires acadiennes” means the Fédération des Caisses Populaires Acadiennes Limitée continued under subsection 155(1); (Fédération des caisses populaires acadiennes)

2 Subsection 8(1) of the Act is amended

(a) in paragraph (b) by striking out “the right of members to vote by ballot or mail or both” and substituting “the right of members to vote by ballot, mail, telephone or other communication facilities”;

(b) by striking out “and” at the end of paragraph (c);

(c.1) the division of the territory where the credit union carries on its business into districts for the purpose of holding district meetings during annual or other meetings of members and the business that may be conducted and the procedures to be followed at district meetings; and

3 Section 12 of the Act is amended

(a) in subsection (6) by striking “to such other associations or organizations affiliated with the credit union movement as may be exempted” and substituting “to any person, association or organization that is exempted”;

(b) by adding after subsection (6) the following:

12(7) If the Superintendent grants an exemption under subsection (6), the Superintendent may impose any terms and conditions he or she considers appropriate on the exemption.

12(8) The Superintendent may cancel an exemption granted under subsection (6).

4 Subsection 74(2) of the Act is amended by striking out “Subject to subsection (1)” and substituting “Subject to subsection (1) and subsection 85(2.1)”.

5 The Act is amended by adding after section 80 the following:

Participation in meetings by telephone

80.1 A credit union may in its by-laws provide that any member of a credit union may, in the presence of a facilitator for the meeting, vote or otherwise participate in a meeting of the credit union by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and any member participating in a meeting by those means shall be deemed for the purposes of this Act to be present at that meeting.

6 The Act is amended by adding after section 84 the following:

Director training program

84.1(1) A federation may approve director training programs and enter into agreements and other arrangements with persons to provide the programs.

84.1(2) If required to do so by a federation, the following persons shall, within the period specified by the federation, complete a director training program approved under subsection (1):

(a) every person elected or appointed for the first time as a director of any of its member credit unions; or

(b) every director of any of its member credit unions who has not previously completed a director training program approved by the federation.

7 Section 85 of the Act is amended

(a) by repealing subsection (2) and substituting the following:

85(2) At the first meeting of the members of a credit union and at each succeeding annual meeting of the members at which an election of directors is required, the members of the credit union shall, subject to subsection (2.1), elect directors by ordinary resolution.

(b) by adding after subsection (2) the following:

85(2.1) The by-laws of a credit union may provide for the election of directors for a district at district meetings held during annual or other meetings of the members at which directors are to be elected.

85(2.2) A director shall hold office for a term, not to exceed three years, that is established in the by-laws of the credit union.

(c) in subsection (3) by striking out “the by-laws of the credit union” and substituting “the by-laws of the credit union and subsection (6.3)”;

(d) in subsection (3.1) by striking out “as a result of the application of subsection (6)” and substituting “as a result of the application of subsection (6) or the combined effect of subsections (6.1) and (6.3) or (6.2) and (6.3)”;

(e) by adding after subsection (6) the following:

85(6.1) If a credit union is the result of an amalgamation of two or more credit unions under subsection 133(1), time served as a director of one of the amalgamating credit unions that existed before the amalgamation, whether served before or after the commencement of this subsection, shall count for the purposes of subsection (3) as time served as a director of the amalgamated credit union.

85(6.2) If a credit union acquires or has acquired all or substantially all of the property of another credit union under section 139, time served as a director of the second-mentioned credit union, whether served before or after the commencement of this subsection, shall count for the purposes of subsection (3) as time served as a director of the credit union that made the acquisition.

85(6.3) If a director of a credit union is serving a term of office on the commencement of this subsection, but the nine-year period referred to in subsection (3) is considered to have expired on or before the commencement of this subsection as a result of the application of subsection (6.1) or (6.2), the director may complete that term of office as if the nine-year period had not expired.

(f) by repealing subsection (7).

8 Subsection 89(1) of the Act is amended by striking out “increase in the number of directors” and substituting “increase in the required number of directors”.

9 Section 106 of the Act is repealed and the following is substituted:

Fiscal year

106 The fiscal year of a credit union ends on December 31 of each year.

10 Section 113 of the Act is amended

(a) by adding after subsection (1.1) the following:

113(1.11) Subject to subsection 115(1) and to the approval of the Superintendent and notwithstanding subsection 113(1), the office of auditor for a credit union resulting from an amalgamation of two or more credit unions under subsection 133(1) shall be held by the person proposed for appointment to the office in the amalgamation agreement adopted under subsection 135(3) from the effective date of the amalgamation until the first annual meeting of the amalgamated credit union.

(b) in subsection (1.2) by striking out “an appointment” and substituting “an appointment or whether or not to give an approval under subsection (1.11)”;

(c) in subsection (2) by striking out “The remuneration” and substituting “Subject to subsection (2.01), the remuneration”;

(d) by adding after subsection (2) the following:

113(2.01) The remuneration of an auditor holding office under subsection (1.11) shall be as proposed in the amalgamation agreement adopted under subsection 135(3) or shall be fixed by the directors of the amalgamated credit union in accordance with a proposal to that effect in the amalgamation agreement.

(e) in subsection (2.1) by striking out “subsection (1)” and substituting “subsection (1) or (1.11)”;

(f) in subsection (2.2) by striking out “subsection (2)” and substituting “subsections (2) and (2.01)”.

11 Subsection 114(1) of the Act is amended by striking out “appointed by them” and substituting “appointed by them or any auditor holding office under subsection 113(1.11)”.

12 Section 134 of the Act is repealed and the following is substituted:

Amalgamation agreement

134(1) Credit unions proposing to amalgamate shall enter into an agreement with each other setting out the terms and means of effecting the amalgamation and, in particular, the agreement shall set out the following:

(a) the provisions required to be included in articles of incorporation under section 7;

(b) the address of the registered office of the amalgamated credit union;

(d) the manner in which the shares of each amalgamating credit union are to be converted into shares of the amalgamated credit union;

(e) if any shares of an amalgamating credit union are not to be converted into shares of the amalgamated credit union, the amount of money that the holders of those shares are to receive in addition to or instead of shares of the amalgamated credit union;

(f) the proposed effective date of the amalgamation;

(g) unless an auditor for the amalgamated credit union will be appointed under subsection 113(2.1) and subject to subsection 113(3), the name of a person proposed for appointment as auditor for the amalgamated credit union for the purposes of subsection 113(1.11), and

(i) the proposed remuneration of the auditor, or

(ii) a proposal that the remuneration of the auditor be fixed by the directors of the amalgamated credit union;

(h) whether any further annual meetings of any of the amalgamating credit unions are to be held before the effective date of the amalgamation;

(i) whether any special meetings of the amalgamated credit union are to be held before its first annual meeting;

(j) if the amalgamated credit union will be a member of the Fédération des caisses populaires acadiennes,

(i) the names of persons who meet the qualifications set out in section 181 and are proposed for appointment as representatives of the amalgamated credit union for the purposes of subsection 180(4.1), or

(ii) a proposal that the directors of the amalgamated credit union shall appoint representatives of the amalgamated credit union under subsection 180(4.2);

(k) if patronage refunds or dividends on shares are to be paid or are to be declared and paid, the details of the proposed payments and declarations;

(l) a provision authorizing the directors of each of the amalgamating credit unions to take any action reasonably necessary to perfect the amalgamation;

(m) the proposed by-laws of the amalgamated credit union; and

(n) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated credit union.

134(2) Paragraphs (1)(f) to (l) do not apply to an amalgamation agreement adopted under subsection 135(3) before the commencement of this subsection.

13 The Act is amended by adding after section 138 the following:

Declarations and payments

138.1 Notwithstanding sections 36 and 37 but subject to section 39, declarations or payments of patronage refunds or dividends on shares may be made, in accordance with the by-laws of the amalgamating credit unions, if authorized in an amalgamation agreement adopted under subsection 135(3).

14 Section 154 of the Act is repealed.

15 The Act is amended by adding before section 155 the following:

Division A

General

Carrying on business as a federation

154.1 No person other than a federation shall carry on business as such in New Brunswick.

Membership in federation is compulsory

154.2 No credit union shall carry on business in New Brunswick unless it is a member of a federation.

Limit on transfer of membership

154.3 A credit union may be transferred from one federation to the other only in accordance with section 242.1.

Limit of liability of member credit unions

154.4 Subject to this Act, a federation’s member credit unions are not responsible for any act, default or liability of the federation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the federation.

Division B

The Fédération des Caisses Populaires Acadiennes Limitée

16 Section 155 of the Act is repealed and the following is substituted:

Continuance

155(1) The Fédération des Caisses Populaires Acadiennes Limitée is continued as a body corporate subject to the provisions of this Act.

155(2) On the commencement of this section,

(a) the Fédération des caisses populaires acadiennes

(i) continues as a federation to which this Act applies,

(ii) continues to be the owner of its property, and

(iii) continues to be liable for its obligations,

(b) an existing cause of action, claim or liability to prosecution involving the Fédération des caisses populaires acadiennes is unaffected,

(c) a civil, criminal, or administrative action or proceeding pending by or against the Fédération des caisses populaires acadiennes may be continued by or against it, and

(d) a conviction against, or ruling, order or judgment in favour of or against the Fédération des caisses populaires acadiennes may be enforced by or against it.

155(3) The Fédération des caisses populaires acadiennes is not required to file new articles of continuance as a result of its continuance under this section and its articles of continuance in place immediately before the commencement of this subsection continue to apply, subject to any amendment to them or restatement of them made under this Act.

17 Section 156 of the Act is repealed.

18 Section 157 of the Act is repealed and the following is substituted:

Articles

157 The articles of continuance of the Fédération des caisses populaires acadiennes shall be in prescribed form and shall set out the following:

(a) its name;

(b) the place in New Brunswick where its registered office is situated;

(d) any restrictions on the business that it may carry on; and

(e) any other matters which by this Act are required to be dealt with in its articles.

19 Section 158 of the Act is amended by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”.

20 Section 159 of the Act is repealed and the following is substituted:

159(1) The by-laws of the Fédération des caisses populaires acadiennes shall provide, subject to this Act, for the following matters that are applicable:

(a) the qualifications for, conditions of and method of applying for membership;

(b) the location of meetings of representatives and the procedure and quorum at meetings;

(c) the division of the territory where it carries on its activities into districts for the purpose of holding district meetings during its annual or other meetings and the business that may be conducted and the procedures to be followed at district meetings;

(d) the procedure by which representatives or its member credit unions may call a special meeting of representatives;

(e) the enactment, amendment or repeal of by-laws at any annual meeting or general meeting called for that purpose;

(f) the right of representatives to vote by ballot or mail or both, and the manner, form and effect of voting;

(g) the election, term of office, removal of and filling of vacancies among directors, committee members and officers and their powers, duties and remuneration;

(h) the procedure at meetings of the board of directors;

(i) the establishment, maintenance and relocation of its registered office and branch offices;

(j) the incorporation and ownership of subsidiary companies;

(k) the investment and use of its assets;

(l) the making of loans to member credit unions;

(m) the borrowing, raising or securing the payment of money;

(n) the charging, hypothecation, mortgaging or pledging of its real and personal property;

(o) the issuing of debt obligations; and

(p) any other matters which by this Act are required to be dealt with in its by-laws.

159(2) The by-laws may provide for any matters in addition to those referred to in paragraphs (1)(a) to (p) if those by-laws are not inconsistent with this Act or the regulations.

21 Section 160 of the Act is amended by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”.

22 Section 161 of the Act is repealed and the following is substituted:

Member credit unions bound by articles and by-laws

161 The articles and by-laws of the Fédération des caisses populaires acadiennes bind it and its member credit unions.

23 Section 162 of the Act is amended by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”.

24 Section 163 of the Act is amended by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”.

25 Section 164 of the Act is amended

(a) in the portion preceding paragraph (a) by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”;

(b) in paragraph (a) of the English version by striking out “its credit unions” and substituting “its member credit unions”.

26 Section 165 of the Act is amended by striking out “A federation” and substituting “The Fédération des caisses populaires acadiennes”.

27 Section 166 of the Act is amended

(a) in subsection (1) by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”;

(b) in subsection (2) by striking out “A federation” and substituting “The Fédération des caisses populaires acadiennes”;

166(3) No act of the Fédération des caisses populaires acadiennes, including any transfer of property to or by it, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

28 Section 167 of the Act is repealed and the following is substituted:

Additional powers in relation to member credit unions

167 The Fédération des caisses populaires acadiennes may do all things necessary or incidental to the attainment of its purposes, and may, in addition,

(a) carry out any other duties and activities in relation to credit unions that are agreed on by it and its member credit unions or that are set out in its by-laws,

(b) carry out on behalf of the stabilization board that operates in relation to it any other duties and activities agreed on by it and that stabilization board, and

(c) assist its member credit unions in carrying out any recommendations or orders made by the stabilization board that operates in relation to it or by the Superintendent in regards to the member credit unions.

29 Section 168 of the Act is repealed and the following is substituted:

Restrictions on investments

168 The Fédération des caisses populaires acadiennes

(a) shall invest, in accordance with the regulations, those amounts provided to it by its member credit unions for the purpose of meeting the liquidity requirements of its member credit unions, and

(b) may make any other investments only in accordance with the regulations.

30 Section 169 of the Act is repealed and the following is substituted:

Information to be provided to stabilization board

169 The Fédération des caisses populaires acadiennes shall provide to the stabilization board operating in relation to it any information concerning the Fédération des caisses populaires acadiennes and its member credit unions that that stabilization board reasonably requires to enable that stabilization board to carry out its purposes under this Act.

31 Section 170 of the Act is repealed and the following is substituted:

Levies

170 Subject to any terms and conditions specified in its by-laws, the Fédération des caisses populaires acadiennes may levy and collect from its member credit unions the amount of money in the form of dues that it requires to enable it to carry out its purposes under this Act and the regulations.

32 Section 171 of the Act is repealed and the following is substituted:

171(1) The Fédération des caisses populaires acadiennes may issue to its member credit unions an unlimited number of shares.

171(2) A credit union that is a member of the Fédération des caisses populaires acadiennes shall purchase and hold the number of shares in the Fédération des caisses populaires acadiennes that the by-laws require.

33 Section 172 of the Act is amended by striking out “A federation” and substituting “The Fédération des caisses populaires acadiennes”.

34 Section 173 of the Act is amended

(a) in subsection (1) by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”;

(b) by repealing subsection (2) and substituting the following:

173(2) The Fédération des caisses populaires acadiennes may in its by-laws provide that the whole of any patronage refund or dividend on shares to be paid or credited to a member credit union, or that part of the patronage refund or dividend on shares that is specified in the by-laws of the Fédération des caisses populaires acadiennes, shall be applied to purchase on behalf of the member credit union, additional shares of the Fédération des caisses populaires acadiennes, up to the number specified in the by-laws.

35 Section 174 of the Act is repealed and the following is substituted:

Restrictions on redemption of shares and payment of dividends

174 The Fédération des caisses populaires acadiennes shall not pay a patronage refund or a dividend on shares or make any payment to purchase or redeem shares if there are reasonable grounds for believing that

(a) it is, or would after the payment, be unable to pay its liabilities as they become due, or

(b) the realizable value of its assets is, or would after the payment be, less than the aggregate of

(i) its liabilities, and

(ii) the amount that would, at that time, be required to pay the shareholders that have a right to be paid, on a redemption or in a liquidation, rateably with or before the shareholders of the shares to be purchased or redeemed.

36 Section 175 of the Act is amended by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”.

37 Section 176 of the Act is repealed and the following is substituted:

Membership

176(1) On the commencement of this subsection, the credit unions which were members of the Fédération des caisses populaires acadiennes immediately before the commencement of this subsection continue to be its member credit unions.

176(2) Membership in the Fédération des caisses populaires acadiennes is open to

(a) a credit union incorporated under this Act after the commencement of this subsection, and

(b) a credit union transferred to the Fédération des caisses populaires acadiennes in accordance with section 242.1.

38 Section 177 of the Act is repealed.

39 Section 178 of the Act is repealed.

40 Section 179 of the Act is amended

(a) by repealing subsection (1) and substituting the following:

179(1) At meetings of the Fédération des caisses populaires acadiennes, a member credit union shall be represented and vote through one or more representatives appointed or elected in accordance with this Act and the by-laws of the Fédération des caisses populaires acadiennes.

(b) in subsection (2) by striking out “by the regulations” and substituting “in the by-laws of the Fédération des caisses populaires acadiennes”.

41 Section 180 of the Act is amended

(a) by repealing subsection (1) and substituting the following:

180(1) Subject to subsections (4.1) and (4.2), the members of a credit union referred to in subsection 179(1) shall, by resolution adopted by a majority of the members present at the annual meeting,

(a) choose to elect the representatives themselves, or

(b) direct the directors of the credit union to appoint the representatives.

(b) in subsection (4) by striking out “A representative” and substituting “A representative elected in accordance with paragraph (1)(a) or appointed in accordance with paragraph (1)(b)”;

180(4.1) If a credit union is the result of an amalgamation of two or more credit unions under subsection 133(1), any person proposed for appointment as a representative of the amalgamated credit union in the amalgamation agreement adopted under subsection 135(3) shall be deemed to be appointed under this section as a representative of the amalgamated credit union for a term commencing on the effective date of the amalgamation.

180(4.2) If a credit union is the result of an amalgamation of two or more credit unions under subsection 133(1) and the amalgamation agreement adopted under subsection 135(3) contains a proposal that the directors of the amalgamated credit union shall appoint representatives of the credit union, the directors shall do so at a regular or special meeting of the board of directors held as soon as practicable after the effective date of the amalgamation.

180(4.3) Representatives who are deemed to be appointed under subsection (4.1) or who are appointed under subsection (4.2) shall hold office until the first annual meeting of the amalgamated credit union and, subject to the by-laws of the credit union, are eligible for re-election or reappointment.

(d) in subsection (5) by striking out “Notwithstanding subsection (4)” and substituting “Notwithstanding subsections (4) and (4.3)”;

(e) by repealing subsection (6) and substituting the following:

180(6) If a vacancy occurs among the representatives, including a vacancy resulting from an increase in the required number of representatives, the vacancy shall be filled for the time remaining until the first annual meeting or next annual meeting of the credit union, as the case may be, by an appointment made by the directors of the credit union at a regular or special meeting of the board of directors called for that purpose.

42 Section 181 of the Act is amended by striking out “may be elected or appointed as a representative” and substituting “may be elected or appointed as a representative or proposed for appointment as a representative in an amalgamation agreement referred to in section 134”.

43 Section 182 of the Act is repealed and the following is substituted:

Voting by representatives

182 Subject to subsection 186(1.1), a representative is entitled to only one vote on any question at a meeting of the Fédération des caisses populaires acadiennes.

44 Section 183 of the Act is repealed and the following is substituted:

Report in relation to representatives

183 The secretary of a credit union referred to in subsection 179(1) shall report in writing to the secretary of the Fédération des caisses populaires acadiennes the names of the representatives of the credit union and any changes of representatives.

45 Section 184 of the Act is amended

(a) in subsection (1) by striking out “A federation” and substituting “The Fédération des caisses populaires acadiennes”;

(b) by repealing subsection (2) and substituting the following:

184(2) The directors of the Fédération des caisses populaires acadiennes shall

(a) exercise its powers directly or indirectly through its employees and agents, and

(b) direct the management of its business and affairs.

46 Section 185 of the Act is amended

(a) in the portion preceding paragraph (a) by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”;

(b) by repealing paragraph (g) and substituting the following:

(g) a person employed by the government of a province whose official duties are concerned with the affairs of credit unions or of a federation; or

(c) in paragraph (h) by striking out “the federation” and substituting “the Fédération des caisses populaires acadiennes”.

47 Section 186 of the Act is amended

(a) by repealing subsection (1) and substituting the following:

186(1) The directors of the Fédération des caisses populaires acadiennes shall be elected by the representatives at its annual meeting.

(b) by adding after subsection (1) the following:

186(1.1) The by-laws of the Fédération des caisses populaires acadiennes may provide for the election of directors by district at district meetings held during its annual meeting or held during any of its other meetings at which directors are to be elected.

(c) in subsection (2) by striking out “the federation” and substituting “the Fédération des caisses populaires acadiennes”;

(d) in subsection (3) by striking out “the federation” and substituting “the Fédération des caisses populaires acadiennes”;

(e) in subsection (6) by striking out “the federation” and substituting “the Fédération des caisses populaires acadiennes”;

(f) by repealing subsection (8).

48 Subsection 187(1) of the Act is repealed and the following is substituted:

187(1) The directors of the Fédération des caisses populaires acadiennes shall appoint from among themselves a chairperson and vice-chairperson.

49 Section 188 of the Act is repealed and the following is substituted:

Quorum

188 A majority of the directors of the Fédération des caisses populaires acadiennes constitutes a quorum.

50 Section 189 of the Act is repealed and the following is substituted:

Remuneration and expenses of directors

189(1) Subject to its by-laws, the directors of the Fédération des caisses populaires acadiennes shall be paid the remuneration approved by the representatives at its annual meeting.

189(2) Subject to its by-laws, the directors of the Fédération des caisses populaires acadiennes shall be reimbursed for any reasonable expenses incurred in the performance of their duties that are approved by the representatives at its annual meeting.

51 Section 190 of the Act is amended

(a) in subsection (1) by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”;

(b) in subsection (2) by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”.

52 Section 191 of the Act is amended by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”.

53 Section 192 of the Act is amended

(a) in subsection (1) by striking out “a federation and in relation to the auditor of a federation” and substituting “the Fédération des caisses populaires acadiennes and in relation to its auditor”;

(b) in subsection (2) by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”;

(c) in subsection (3) by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”.

54 The Act is amended by adding after section 192 the following:

Division C

Atlantic Central

Application of certain provisions of Act

192.1 Sections 161 and 164, subsection 166(2), sections 167, 169 and 170 and subsection 171(2) apply, with the necessary modifications, in relation to Atlantic Central.

Information to be provided

192.2(1) In this section, “relevant authority” means

(a) the Superintendent of Financial Institutions appointed under the Office of the Superintendent of Financial Institutions Act (Canada), or

(b) the Superintendent of Credit Unions of Nova Scotia appointed under the Credit Union Act (Nova Scotia).

192.2(2) Without delay after providing to a relevant authority financial statements or a return required to be provided, Atlantic Central shall provide a copy of the financial statements or return to the Superintendent.

192.2(3) If a relevant authority makes an order or direction to which Atlantic Central is subject, Atlantic Central shall provide a copy of the order or direction to the Superintendent without delay after Atlantic Central is served with or receives the order or direction.

192.2(4) Without delay after being served with or receiving a report resulting from an inspection, examination or inquiry made or caused to be made by a relevant authority in relation to the business and affairs of Atlantic Central, Atlantic Central shall provide a copy of the report to the Superintendent.

192.2(5) In addition to any copies of financial statements, returns, orders, directions or reports required to be provided under subsection (2), (3) or (4), the Superintendent may, at any time, require Atlantic Central to file, within the time specified by the Superintendent, an additional return containing any other information that the Superintendent requires.

192.2(6) This section does not apply to any document the disclosure of which is prohibited by any other law.

55 Section 194 of the Act is repealed and the following is substituted:

Continuance of the stabilization boards

194(1) The Office de Stabilisation de la Fédération des Caisses Populaires Acadiennes Limitée is continued as a body corporate subject to the provisions of this Act.

194(2) Brunswick Credit Union Federation Stabilization Board Limited is continued as a body corporate subject to the provisions of this Act under the name Brunswick Credit Union Stabilization Board Limited.

194(3) On the commencement of subsection (1) or (2),

(a) the stabilization board

(i) continues as a stabilization board to which this Act applies,

(ii) continues to be the owner of its property, and

(iii) continues to be liable for its obligations,

(b) an existing cause of action, claim or liability to prosecution involving the stabilization board is unaffected,

(c) a civil, criminal, or administrative action or proceeding pending by or against the stabilization board may be continued by or against it, and

(d) a conviction against, or ruling, order or judgment in favour of or against the stabilization board may be enforced by or against it.

56 The Act is amended by adding after section 194 the following:

Operation of stabilization boards

194.1 The Office de Stabilisation de la Fédération des Caisses Populaires Acadiennes Limitée shall operate in relation to the Fédération des caisses populaires acadiennes, and Brunswick Credit Union Stabilization Board Limited shall operate in relation to Atlantic Central.

57 Section 195 of the Act is amended by striking out “established in relation to the federation of which the credit union is a member” and substituting “that operates in relation to the federation of which the credit union is a member”.

58 Subsection 198(1) of the Act is amended

(a) in paragraph (b) by striking out “was established” and substituting “operates”;

(b) in paragraph (h) by striking out “was established” and substituting “operates”.

59 Section 203 of the Act is amended

(a) in subsection (1)

(i) by repealing paragraph (a) and substituting the following:

(a) three persons who,

(i) in the case of the Office de Stabilisation de la Fédération des Caisses Populaires Acadiennes Limitée, shall be elected by the representatives of its member credit unions at the annual meeting of the federation in relation to which it operates, and

(ii) in the case of Brunswick Credit Union Stabilization Board Limited, shall be elected by the delegates of its member credit unions at a regional meeting of those delegates held during the annual meeting of the federation in relation to which it operates,

(ii) in paragraph (c) by striking out “board of directors of the federation in relation to which the stabilization board was established” and substituting “board of directors of the federation in relation to which the stabilization board operates”;

(b) in subsection (4) by striking out “subject to subsections (5) and (6)” and substituting “subject to subsections (5), (6) and (6.1)”;

203(6) A director of the Office de Stabilisation de la Fédération des Caisses Populaires Acadiennes Limitée elected under subparagraph (1)(a)(i) may be removed from office by resolution of the representatives of its member credit unions at an annual or special meeting of the federation in relation to which it operates.

(d) by adding after subsection (6) the following:

203(6.1) A director of Brunswick Credit Union Stabilization Board Limited elected under subparagraph (1)(a)(ii) may be removed from office by resolution of the delegates of its member credit unions at a regional meeting of those delegates.

(e) in subsection (7) by striking out “the federation in relation to which the stabilization board was established” and substituting “the federation in relation to which the stabilization board operates”.

60 Section 207 of the Act is repealed and the following is substituted:

Remuneration and expenses of directors

207(1) Subject to the by-laws of the Office de Stabilisation de la Fédération des Caisses Populaires Acadiennes Limitée, its directors, other than the Superintendent, shall be paid the remuneration approved by representatives of its member credit unions at the annual meeting of the federation in relation to which it operates.

207(2) Subject to the by-laws of the Office de Stabilisation de la Fédération des Caisses Populaires Acadiennes Limitée, its directors, other than the Superintendent, shall be reimbursed for any reasonable expenses incurred in the performance of their duties that are approved by representatives of its member credit unions at the annual meeting of the federation in relation to which it operates.

61 The Act is amended by adding after section 207 the following:

Idem

207.1(1) Subject to the by-laws of Brunswick Credit Union Stabilization Board Limited, its directors, other than the Superintendent, shall be paid the remuneration approved by delegates of its member credit unions at a regional meeting of those delegates held during the annual meeting of the federation in relation to which it operates.

207.1(2) Subject to the by-laws of Brunswick Credit Union Stabilization Board Limited, its directors, other than the Superintendent, shall be reimbursed for any reasonable expenses incurred in the performance of their duties that are approved by delegates of its member credit unions at a regional meeting of those delegates held during the annual meeting of the federation in relation to which it operates.

62 Subsection 217.1(3) of the Act is amended by striking out “the federation in relation to which the stabilization board was established” and substituting “the federation in relation to which the stabilization board operates”.

63 Section 239 of the Act is amended

(a) in subsection (2)

(i) in the portion preceding paragraph (a) by striking out “any credit union, federation or stabilization board” and substituting “a credit union, the Fédération des caisses populaires acadiennes or a stabilization board”;

(ii) in paragraph (a) by striking out “the credit union, federation or stabilization board” and substituting “the credit union, the Fédération des caisses populaires acadiennes or the stabilization board”;

(iii) in paragraph (b) by striking out “a credit union, federation or stabilization board” and substituting “the credit union, the Fédération des caisses populaires acadiennes or the stabilization board”;

(iv) in paragraph (c) by striking out “a credit union, federation or stabilization board” and substituting “the credit union, the Fédération des caisses populaires acadiennes or the stabilization board”;

(b) in subsection (3)

(i) in paragraph (b) by striking out “a credit union, federation or stabilization board” and substituting “a credit union, the Fédération des caisses populaires acadiennes or a stabilization board”;

(ii) in paragraph (d) by striking out “a credit union, federation or stabilization board” and substituting “a credit union, the Fédération des caisses populaires acadiennes or a stabilization board”;

(iii) in paragraph (f) by striking out “a credit union or a federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”;

(iv) by repealing paragraph (g) and substituting the following:

(g) an order varying or setting aside a transaction or contract to which a credit union, the Fédération des caisses populaires acadiennes or a stabilization board is a party, and compensating it or any other party to the transaction or contract,

(v) in paragraph (h) by striking out “the credit union, federation or stabilization board” and substituting “a credit union, the Fédération des caisses populaires acadiennes or a stabilization board”;

(vi) by repealing paragraph (i);

(c) in subsection (4) in the portion preceding paragraph (a) by striking out “a credit union or federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”.

64 Section 240 of the Act is amended

(a) in subsection (1) by striking out “a credit union or federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”;

(b) in subsection (4) by striking out “the credit union, federation or stabilization board” and substituting “the credit union, the Fédération des caisses populaires acadiennes or the stabilization board”.

65 Section 241 of the Act is repealed and the following is substituted:

Application to Court to rectify records

241 A credit union, the Fédération des caisses populaires acadiennes or a stabilization board, any of its members or any complainant may apply to the Court for an order that the registers or other records of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board be rectified if the name of a person is alleged to be or to have been wrongly registered or retained in, or wrongly deleted or omitted from, the registers or records.

66 Section 242 of the Act is repealed.

67 Subsection 242.1(1) of the Act is amended in the portion preceding paragraph (a) by striking out “the stabilization board established in relation to that federation to the other federation and the stabilization board established in relation to that federation” and substituting “the stabilization board that operates in relation to that federation to the other federation and the stabilization board that operates in relation to that federation”.

68 Section 243 of the Act is amended

(a) in the portion preceding paragraph (a) by striking out “or 242”;

(b) in paragraph (a) by striking out “the credit union, federation or stabilization board” and substituting “the credit union, the Fédération des caisses populaires acadiennes or the stabilization board”;

(c) in paragraph (b) by striking out “the credit union or federation” and substituting “the credit union or the Fédération des caisses populaires acadiennes”;

(d) by repealing paragraph (c) and substituting the following:

(c) an order determining the right of a party to the proceedings to have that party’s name entered or retained in, or deleted or omitted from the registers or records of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board whether the issue arises between two or more members or alleged members, or between the credit union, the Fédération des caisses populaires acadiennes or the stabilization board and any member or alleged member, and

(e) in paragraph (d) by striking out “, and” at the end of the paragraph and substituting a period;

(f) by repealing paragraph (e).

69 Section 244 of the Act is amended

(a) in the portion preceding paragraph (a) by striking out “a credit union, federation or stabilization board” and substituting “a credit union, the Fédération des caisses populaires acadiennes or a stabilization board”;

(b) in paragraph (b) by striking out “the credit union or federation” and substituting “the credit union or the Fédération des caisses populaires acadiennes”.

70 Section 257 of the Act is amended

(a) in paragraph (c) by striking out “each federation and stabilization board” and substituting “the Fédération des caisses populaires acadiennes and each stabilization board”;

(b) by repealing paragraph (d) and substituting the following:

(d) may make any inquiries of a credit union, the Fédération des caisses populaires acadiennes or a stabilization board that the Superintendent considers necessary to determine whether it is complying with this Act and the regulations or any order made by the stabilization board, the Corporation or the Superintendent.

71 Section 258 of the Act is repealed and the following is substituted:

Powers in relation to inspections

258 The Superintendent or a person acting on behalf of the Superintendent may do any of the following when making an inspection, examination or inquiry under section 257 in relation to a credit union, the Fédération des caisses populaires acadiennes or a stabilization board:

(a) enter its place of business during normal business hours;

(b) examine and make copies of the books, registers, accounts, records and other documents relating to its activities; and

72 Section 263 of the Act is repealed and the following is substituted:

Report by Superintendent

263 The Superintendent shall, within 30 days after an inspection or examination is made under paragraph 257(c) in relation to the Fédération des caisses populaires acadiennes or a stabilization board or as soon thereafter as is practicable, prepare a report in relation to the inspection or examination and shall send a copy of the report to the directors of the Fédération des caisses populaires acadiennes or the stabilization board and to its auditor.

73 Section 264 of the Act is repealed and the following is substituted:

Response

264 The directors of the Fédération des caisses populaires acadiennes or the stabilization board, as the case may be, shall, within 60 days after receiving the report sent under section 263 or at any later time authorized by the Superintendent, prepare a response to the report and shall send a copy of the response to the Superintendent and to the auditor of the Fédération des caisses populaires acadiennes or the stabilization board.

74 Section 265 of the Act is amended

(a) in subsection (5) of the French version by striking out “de la date” and substituting “de la réception”;

(b) in subsection (5.1) of the French version by striking out “la date” and substituting “la réception”;

(c) in paragraph (9)(b) of the English version by striking out “if a credit union that has requested a review does not” and substituting “if the credit union has requested a review but does not”.

75 Section 266 of the Act is amended

(a) in subsection (1) in the portion preceding paragraph (a) by striking out “a federation or stabilization board” and substituting “the Fédération des caisses populaires acadiennes or a stabilization board”;

(b) in the portion preceding paragraph (c) by striking out “the federation or stabilization board” and substituting “the Fédération des caisses populaires acadiennes or the stabilization board”;

266(1.1) The Superintendent shall give the Fédération des caisses populaires acadiennes or a stabilization board notice of any order made with respect to it under subsection (1), together with the reasons for the order.

(d) by repealing subsection (2) and substituting the following:

266(2) Within 15 days after notice of an order is given to the Fédération des caisses populaires acadiennes or a stabilization board under subsection (1.1), it may make a request in writing to the Superintendent that the Superintendent review the order.

(e) by repealing subsection (2.1) and substituting the following:

266(2.1) If the Fédération des caisses populaires acadiennes or a stabilization board requests, in accordance with subsection (2), a review of an order, not later than 30 days after it was given notice of the order or within any longer period that the Superintendent allows, it shall make a written submission to the Superintendent containing the grounds for the request for review.

(f) in subsection (3) of the English version in the portion preceding paragraph (a) by striking out “the federation’s or stabilization board’s written submission under subsection (2.1),” and substituting “the written submission made under subsection (2.1) by the Fédération des caisses populaires acadiennes or the stabilization board, as the case may be,”;

(g) by repealing subsection (3.1) and substituting the following:

266(3.1) The Superintendent shall give the Fédération des caisses populaires acadiennes or a stabilization board notice of any order made with respect to it under subsection (3), together with the reasons for the order.

(h) in subsection (3.3)

(i) in paragraph (a) by striking “if the federation or the stabilization board” and substituting “if the Fédération des caisses populaires acadiennes or the stabilization board”;

(ii) in paragraph (b) by striking out “if a federation or stabilization board that has requested a review, does not” and substituting “if the Fédération des caisses populaires acadiennes or the stabilization board has requested a review but does not”.

76 Section 266.3 of the Act is amended

(a) in subsection (1) by striking out “a federation or stabilization board” and substituting “the Fédération des caisses populaires acadiennes or a stabilization board”;

(b) by repealing subsection (4) and substituting the following:

266.3(4) If the Superintendent makes an interim order in respect of the Fédération des caisses populaires acadiennes or a stabilization board, the Superintendent shall, together with a copy of the order, give the Fédération des caisses populaires acadiennes or the stabilization board notice in writing advising it

(a) of the reasons why the interim order was made, and

(b) that it may, within 15 days after the date of the making of the interim order, make a written submission to the Superintendent requesting a review of the interim order and specifying the grounds for the request.

(c) in subsection (5) by striking out “the federation or stabilization board” and substituting “the Fédération des caisses populaires acadiennes or the stabilization board”;

(d) in subsection (6) of the English version in the portion preceding paragraph (a) by striking out “the federation’s or stabilization board’s written submission,” and substituting “the written submission made by the Fédération des caisses populaires acadiennes or the stabilization board, as the case may be,”;

(e) by repealing subsection (7) and substituting the following:

266.3(7) The Superintendent shall give the Fédération des caisses populaires acadiennes or a stabilization board notice of any order made with respect to it under subsection (6), together with the reasons for the order.

77 Section 269 of the Act is amended

(a) in subsection (1)

(i) by striking out the portion preceding paragraph (a) and substituting the following:

269(1) The Superintendent may place the Fédération des caisses populaires acadiennes or a stabilization board under the supervision of a supervisor appointed by the Superintendent and shall give the Fédération des caisses populaires acadiennes or the stabilization board and its auditor notice accordingly if, in the opinion of the Superintendent, it

(ii) by repealing paragraph (b) and substituting the following:

(b) in the case of the Fédération des caisses populaires acadiennes, is unable to meet its obligations in relation to liquidity requirements, or where its financial condition is such that it might prejudice the interests of its member credit unions,

(iii) in paragraph (c) by striking out “members” and substituting “member credit unions”;

(iv) in paragraph (e) by striking out the comma at the end of the paragraph and substituting a period;

(v) by striking out the portion following paragraph (e);

(b) by repealing subsection (3) and substituting the following:

269(3) If the Fédération des caisses populaires acadiennes or a stabilization board is placed under supervision, it shall bear the costs of the supervision unless the supervisor is a person employed within the Civil Service.

78 Section 271 of the Act is repealed and the following is substituted:

Term of supervision

271 Subject to section 271.1, if a credit union, the Fédération des caisses populaires acadiennes or a stabilization board is placed under supervision, it shall remain subject to the supervision until

(a) the supervisor applies in writing to the Superintendent to have the credit union, the Fédération des caisses populaires acadiennes or the stabilization board released from supervision, stating reasons in support of the application, and the Superintendent approves the application,

(b) the credit union, the Fédération des caisses populaires acadiennes or the stabilization board applies in writing to the Superintendent, with notice to its supervisor, to be released from supervision, stating reasons in support of its application, and the Superintendent approves the application,

(c) the Superintendent, by notice to the credit union, the Fédération des caisses populaires acadiennes or the stabilization board and to its supervisor, releases it from supervision,

(d) in the case of a credit union, it is liquidated, dissolved or amalgamated, or

(e) if the credit union, the Fédération des caisses populaires acadiennes or the stabilization board has been placed under supervision by the Court, an order of the Court has been made releasing it from supervision.

79 Paragraph 272(1)(a) of the Act is repealed and the following is substituted:

(a) the nature and extent of the circumstances giving rise to the supervision of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board, as the case may be, and an assessment of its financial condition,

80 Subsection 273(1) of the Act is repealed and the following is substituted:

273(1) Subject to the approval of the Superintendent or to any order of the Court, if a credit union, the Fédération des caisses populaires acadiennes or a stabilization board has been placed under the supervision of a supervisor, the supervisor may

(a) exercise, or cause to be exercised, any powers of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board,

(b) make, or cause to be made, inspections or examinations in relation to the business and affairs of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board and make inquiries of it,

(c) order the credit union, the Fédération des caisses populaires acadiennes or the stabilization board to correct any practices that, in the opinion of the supervisor, are contributing to the unsound financial condition of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board or are likely to contribute to the unsound conduct of its business and affairs,

(d) order the credit union, the Fédération des caisses populaires acadiennes or the stabilization board to cease carrying on any business activities or exercising any powers specified in the order unless the carrying on of those business activities or the exercising of those powers is specifically approved by the supervisor,

(e) in the case of a credit union or the Fédération des caisses populaires acadiennes, order it not to declare or pay patronage refunds or dividends on shares or to restrict the amount of patronage refunds or dividends on shares to be paid to a rate or an amount fixed by the supervisor,

(f) conduct the business and affairs of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board, and in its name,

(i) preserve, maintain, realize, dispose of and add to its property,

(ii) receive its incomes and revenues, and

(iii) exercise any of its powers,

(g) exclude the directors of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board and its officers, committee members, employees and agents from its property and business,

(h) in the case of a credit union, amalgamate, dissolve, wind-up, liquidate or otherwise dispose of its business, and

(i) exercise any other powers granted to the supervisor by order of the Court.

81 Section 274 of the Act is repealed and the following is substituted:

Duty of supervisor on liquidation

274 If a credit union, the Fédération des caisses populaires acadiennes or a stabilization board is placed under supervision, the supervisor shall ensure that the interests of all the creditors of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board and of the Corporation are properly and lawfully provided for.

82 Section 276 of the Act is amended by striking out “supervision of the credit union, federation or stabilization board” and substituting “supervision of the credit union, the Fédération des caisses populaires acadiennes or the stabilization board, as the case may be”.

83 Section 277 of the Act is amended by striking out “the credit union, federation or stabilization board” and substituting “the credit union, the Fédération des caisses populaires acadiennes or the stabilization board, as the case may be,”.

84 Section 278 of the Act is amended

(a) in subsection (1)

(i) in the portion preceding paragraph (a) by striking out “by-laws of a credit union or federation to be sent to a person entitled to receive notice from the credit union or federation” and substituting “by-laws of a credit union or the Fédération des caisses populaires acadiennes to be sent to a person entitled to receive notice from it”;

(ii) in paragraph (a) by striking out “the credit union or federation” and substituting “the credit union or the Fédération des caisses populaires acadiennes”;

(iii) in paragraph (b) by striking out “the credit union or federation” and substituting “the credit union or the Fédération des caisses populaires acadiennes”;

(b) by repealing subsection (3) and substituting the following:

278(3) If a credit union or the Fédération des caisses populaires acadiennes sends a notice or document to a person in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the person cannot be found, the credit union or the Fédération des caisses populaires acadiennes is not required to send any further notices or documents to the person until it is informed in writing of that person’s new address.

(c) in subsection (4) by striking out “a credit union or federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”;

(d) in subsection (5) by striking out “a credit union or federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”.

85 Section 279 of the Act is amended by striking out “a credit union or federation may be sent by registered mail to the registered office of the credit union or federation shown” and “that the credit union or federation did not receive” and substituting “a credit union or the Fédération des caisses populaires acadiennes may be sent by registered mail to its registered office as shown” and “that the credit union or the Fédération des caisses populaires acadiennes did not receive” respectively.

86 Section 282 of the Act is amended

(a) by repealing subsection (1) and substituting the following:

282(1) A certificate issued on behalf of a credit union or the Fédération des caisses populaires acadiennes stating any fact set out in its articles or by-laws, in the minutes of the meetings of its members or directors or in a trust indenture or other contract to which it is a party may be signed by a director or an officer of the credit union or the Fédération des caisses populaires acadiennes.

(b) by adding after subsection (1) the following:

282(1.1) A certificate issued on behalf of a credit union stating any fact set out in the minutes of the meetings of a committee appointed by its directors may be signed by a director or an officer of the credit union.

(i) in paragraph (a) by striking out “subsection (1)” and substituting “subsection (1) or (1.1)”;

(ii) in paragraph (b) by striking out “a credit union or federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”;

(iii) in paragraph (c) by striking out “a credit union or federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”;

(d) in subsection (3) by striking out “a credit union or federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”.

87 Subsection 285(2) of the Act is amended

(a) in the portion preceding paragraph (a) by striking out “a credit union or federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”;

(b) in paragraph (a) by striking out “the credit union or federation” and substituting “the credit union or the Fédération des caisses populaires acadiennes”;

(c) in subparagraph (b)(iii) by striking out “the credit union or federation or its representative” and substituting “the credit union or the Fédération des caisses populaires acadiennes or its representative”.

88 Subsection 288(1) of the Act is amended by striking out “a credit union or federation” and substituting “a credit union or the Fédération des caisses populaires acadiennes”.

89 Section 292 of the Act is amended

(a) in paragraph (z)

(i) in the portion preceding subparagraph (i) by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”;

(ii) in subparagraph (i) of the English version by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”;

(iii) in subparagraph (ii) of the English version by striking out “a federation” and substituting “the Fédération des caisses populaires acadiennes”;

(b) by repealing paragraph (aa);

(d) by repealing paragraph (pp).

90 Section 294 of the Act is repealed.

91 Section 297 of the Act is repealed.

92 Section 298 of the Act is repealed.

93 Section 300 of the Act is repealed.

94 Section 301 of the Act is repealed.

95 Section 302 of the Act is repealed.

96 Section 303 of the Act is repealed.

97 Section 304 of the Act is repealed.

98 Section 305 of the Act is repealed.

99 Section 306 of the Act is repealed.

100 Section 307 of the Act is repealed.

101 Schedule A of the Act is amended by striking out

156...............	E
166(2)...............	E
177...............	E

and substituting the following:

154.1...............	E
154.2...............	E
166(2)...............	E

TRANSITIONAL PROVISIONS, CONSEQUENTIAL AMENDMENTS AND COMMENCEMENT

Definitions

102 The following definitions apply in sections 103 to 112 of this amending Act.

“Atlantic Central” means Atlantic Central as defined in the Credit Unions Act. (Atlantic Central)

“Fédération des caisses populaires acadiennes” means Fédération des caisses populaires acadiennes as defined in the Credit Unions Act. (Fédération des caisses populaires acadiennes)

“Superintendent” means Superintendent as defined in the Credit Unions Act. (surintendant)

Continuation of Brunswick Credit Union Federation Limited

103(1) Brunswick Credit Union Federation Limited referred to in subsection 155(1) of the Credit Unions Act, as that subsection appeared immediately before the commencement of section 16 of this amending Act, is continued as a body corporate under that name and has, subject to this section and sections 104 to 109 of this amending Act, the capacity, rights, powers and privileges of a natural person.

103(2) A director or officer of Brunswick Credit Union Federation Limited who held office immediately before the commencement of this subsection continues in office until his or her resignation or death, and a vacancy among the directors may be filled by an appointment made by the remaining directors.

103(3) The Business Corporations Act and subsection 12(5) of the Credit Unions Act do not apply to Brunswick Credit Union Federation Limited.

Membership in Atlantic Central

104 On the commencement of this section, every credit union that was a member of Brunswick Credit Union Federation Limited immediately before the commencement of this section becomes a member of Atlantic Central.

Sale and Dissolution

105(1) The Definitive Combination Agreement dated June 30, 2010, and entered into between Credit Union Central of Nova Scotia, Credit Union Central of Prince Edward Island and Brunswick Credit Union Federation Limited shall be deemed to have been validly entered into and is ratified and confirmed.

105(2) Brunswick Credit Union Federation Limited is authorized to sell, transfer and assign all or substantially all of its property in accordance with the agreement referred to in subsection (1).

105(3) Brunswick Credit Union Federation Limited has all the power and capacity necessary for the purposes of carrying out the agreement referred to in subsection (1).

105(4) On completion of the sale, transfer and assignment referred to in subsection (2), Brunswick Credit Union Federation Limited shall cease to carry on business except to the extent necessary for its liquidation, but its legal existence continues until the date shown in the certificate of dissolution to be issued by the Superintendent under subsection (9).

105(5) After completion of the sale, transfer and assignment referred to in subsection (2), Brunswick Credit Union Federation Limited shall

(a) without delay, by publication in accordance with subsection (6), give a notice in writing indicating that Brunswick Credit Union Federation Limited will be dissolved on a date determined under subsection (9) and requiring that

(i) any person indebted to it pay it in accordance with the terms of the debt,

(ii) any person possessing any of its property deliver the property to it at the time and place specified, and

(iii) any person having a claim against it, whether liquidated, unliquidated, future or contingent, present particulars of the claim in writing to it not later than two months after the first publication of the notice;

(b) without delay give to any person having a claim against Brunswick Credit Union Federation Limited, whether liquidated, unliquidated, future or contingent, a notice in writing indicating that Brunswick Credit Union Federation Limited will be dissolved on a date determined under subsection (9) and requiring that particulars of the claim be presented in writing to it not later than two months after the first publication of the notice referred to in paragraph (a);

(c) without delay give to any person having a claim in relation to any liability, indebtedness or obligation of Brunswick Credit Union Federation Limited exceeding $1,000 that has been assumed by Atlantic Central pursuant to the agreement referred to in subsection (1), whether the claim is liquidated, unliquidated, future or contingent, a notice in writing indicating that the liability, indebtedness or obligation has been assumed by Atlantic Central and that Brunswick Credit Union Federation Limited will be dissolved on a date determined under subsection (9);

(d) proceed to collect its property, to dispose of property that is not to be distributed in kind to its shareholders, to discharge all its obligations and to do all other acts required to liquidate its business; and

(e) after giving the notices required under paragraphs (a) to (c) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders in accordance with their respective rights.

105(6) A notice referred to in paragraph (5)(a) shall be given by publication in The Royal Gazette and once a week for two consecutive weeks in a newspaper published or distributed in the place where Brunswick Credit Union Federation Limited has its registered office and in any other place and manner specified by the Superintendent.

105(7) For the purposes of subsection (6), the registered office of Brunswick Credit Union Federation Limited is its registered office as shown in the records of the Superintendent.

105(8) On completion of the liquidation of Brunswick Credit Union Federation Limited, Brunswick Credit Union Federation Limited shall provide the Superintendent with

(a) a detailed statement of all receipts and disbursements that were made during the liquidation, and

(b) any other information that the Superintendent requires.

105(9) The Superintendent shall dissolve Brunswick Credit Union Federation Limited by issuing a certificate of dissolution, in the form he or she considers appropriate, one year after the date of the commencement of this subsection or on a later date determined by the Superintendent.

105(10) The Superintendent shall

(a) file a copy of the certificate of dissolution in the manner in which the Superintendent files materials under section 289 of the Credit Unions Act,

(b) send a copy of the certificate of dissolution to Brunswick Credit Union Federation Limited, and

105(11) The Superintendent shall not dissolve Brunswick Credit Union Federation Limited under this section unless he or she has published notice of his or her determination of the intended date of the dissolution in The Royal Gazette and in any other publications that he or she considers appropriate not less than 30 days before the issuance of the certificate of dissolution.

105(12) Brunswick Credit Union Federation Limited ceases to exist on the date shown in the certificate of dissolution.

105(13) Section 281 of the Credit Unions Act applies with the necessary modifications to a certificate of dissolution referred to in subsection (9).

Orders and Supervision

106(1) If the Superintendent considers it necessary for the purposes of the proper liquidation or dissolution of Brunswick Credit Union Federation Limited to do so, he or she may, at any time during the liquidation process, do any one or more of the following:

(a) order Brunswick Credit Union Federation Limited to perform any acts specified by the Superintendent;

(b) order Brunswick Credit Union Federation Limited to cease carrying on any activities, exercising any powers or pursuing any course of conduct identified by the Superintendent;

(c) place Brunswick Credit Union Federation Limited under the supervision of a supervisor appointed by the Superintendent.

106(2) The Superintendent shall give Brunswick Credit Union Federation Limited notice of an order made under paragraph (1)(a) or (b) or of a decision to place it under supervision under paragraph (1)(c), together with reasons for the order or decision.

106(3) An appointment of a supervisor under paragraph (1)(c) may be made from within the Civil Service or from outside the Civil Service.

106(4) A supervisor shall not pursue any course of action under this section without the approval of the Superintendent.

106(5) A supervisor may apply to The Court of Queen’s Bench of New Brunswick for directions in the exercise of any of the supervisor’s powers under this section.

106(6) Subject to the approval of the Superintendent and any directions of The Court of Queen’s Bench of New Brunswick made on an application under subsection (5), if Brunswick Credit Union Federation Limited has been placed under the supervision of a supervisor under this section, the supervisor

(a) may exercise, or cause to be exercised, any powers of Brunswick Credit Union Federation Limited,

(b) may order Brunswick Credit Union Federation Limited to perform any acts specified in the order,

(c) may order Brunswick Credit Union Federation Limited to cease carrying on any activities, exercising any powers or pursuing any course of conduct identified in the order unless the carrying on of those activities, the exercising of those powers or the pursuit of that course of conduct is specifically approved by the supervisor,

(d) may conduct the business and affairs of Brunswick Credit Union Federation Limited to the extent necessary for its proper liquidation and dissolution, and in so doing, may, in its name, exercise any of its powers,

(e) may exclude the directors of Brunswick Credit Union Federation Limited and its officers, committee members, employees and agents from its property and business, and

(f) may do all other things necessary for the proper liquidation and dissolution of Brunswick Credit Union Federation Limited.

106(7) Within 30 days after his or her appointment, a supervisor shall submit to the Superintendent a report containing

(a) an assessment of the financial condition of Brunswick Credit Union Federation Limited,

(b) a statement of the proposed course of action in relation to the supervision, and

106(8) A supervisor shall, after submitting the report required under subsection (7), submit to the Superintendent, at the end of each month or at any other interval the Superintendent requires, a report containing

(a) a financial statement in relation to the previous month or in relation to any other period the Superintendent requires,

(b) a statement of any changes proposed to the statement of the course of action contained in the report submitted under subsection (7), and

106(9) If Brunswick Credit Union Federation Limited is placed under supervision under this section, it shall remain under supervision until

(a) the supervisor applies in writing to the Superintendent to have Brunswick Credit Union Federation Limited released from supervision, stating reasons in support of the application, and the Superintendent approves the application,

(b) Brunswick Credit Union Federation Limited applies in writing to the Superintendent, with notice to the supervisor, to be released from supervision, stating reasons in support of the application, and the Superintendent approves the application, or

(c) the Superintendent, by notice to Brunswick Credit Union Federation Limited and its supervisor, releases it from supervision.

106(10) A supervisor shall, on discharge and at any other times that the Superintendent requires, fully account to the Superintendent for the supervision.

106(11) Unless the Superintendent otherwise orders within 30 days after completion of the final accounting under subsection (10), a supervisor is released from all claims by Brunswick Credit Union Federation Limited or any shareholders or any creditor of it other than claims arising out of fraud or dishonesty.

106(12) If a supervisor is appointed under this section, the costs of the supervision shall be borne by Brunswick Credit Union Federation Limited unless the supervisor is a person employed within the Civil Service.

Notices

107(1) A notice or document required by this amending Act to be given or sent to Brunswick Credit Union Federation Limited may be sent by registered mail to its registered office as shown in the records of the Superintendent and, if so sent, shall be deemed to have been received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that Brunswick Credit Union Federation Limited did not receive the notice or document at that time or at all.

107(2) A notice required by this amending Act to be given to a person by Brunswick Credit Union Federation Limited may be given in accordance with its by-laws or, in the absence of a provision in the by-laws, may be sent by prepaid mail addressed to, or may be delivered personally to, the person, at the person’s latest address as shown in the records of Brunswick Credit Union Federation Limited.

107(3) A notice sent in accordance with subsection (2) shall be deemed to have been received by the person entitled to receive notice at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the person did not receive the notice at that time or at all.

107(4) Section 280 applies to a notice or document required to be given or sent under this amending Act.

Offence

108 If Brunswick Credit Union Federation Limited violates or fails to comply with an order of the Superintendent made under subsection 106(1) of this amending Act, it commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category H offence.

Appeal

109 Sections 246 and 247 of the Credit Unions Act apply with the necessary modifications in relation to an order or decision of the Superintendent made under this amending Act.

Continuation in office

110(1) A director or officer of the Fédération des caisses populaires acadiennes continued under subsection 155(1) of the Credit Unions Act who held office immediately before the commencement of this subsection continues in office until his or her successor is appointed or elected in accordance with that Act.

110(2) A director or officer of a stabilization board continued under subsection 194(1) or (2) of the Credit Unions Act who held office immediately before the commencement of this subsection continues in office until his or her successor is appointed or elected in accordance with that Act.

110(3) Subsections 203(6) to (8) of the Credit Unions Act apply with any necessary modifications to the removal of a director referred to in subsection (2) or in the case of a vacancy during the term of office of such a director.

110(4) Subject to any by-law of Brunswick Credit Union Stabilization Board Limited respecting the remuneration and reimbursement of its directors, the remuneration and method of reimbursement of expenses for its directors, other than the Superintendent, in effect immediately before the commencement of this subsection continue to apply only until the first annual meeting of Atlantic Central held after the commencement of this subsection.

Representatives

111(1) The number of representatives to be appointed or elected in relation to each member credit union of the Fédération des caisses populaires acadiennes shall continue to be determined in accordance with the law as it existed immediately before the commencement of this subsection until the coming into force of the first by-law made by the Fédération des caisses populaires acadiennes under subsection 179(2) of the Credit Unions Act.

111(2) Despite section 160 of the Credit Unions Act, subsections 65(3) to (5) of that Act do not apply to the by-law referred to in subsection (1).

Exemptions re transition to new fiscal year

112 If the fiscal year end of a credit union is other than December 31 immediately before the commencement of section 9 of this amending Act, the Superintendent may, for the purposes of facilitating the transition to a new fiscal year end and subject to any terms and conditions he or she considers appropriate, exempt the credit union or any director, officer or auditor of the credit union from

(a) any requirement of the Credit Unions Act or the regulations under that Act relating to the fiscal year ending on December 31, 2011, or

(b) any requirement of the Credit Unions Act or the regulations under that Act to take any action within a certain period after the end of the fiscal year ending on December 31, 2011.

Amendments to the Financial Corporation Capital Tax Act

113 Section 1 of the Financial Corporation Capital Tax Act, chapter F-11.1 of the Acts of New Brunswick, 1987, is amended

(a) in the definition “loan company” by striking out “a federation continued under the Credit Unions Act” and substituting “a federation as defined in the Credit Unions Act”;

(b) in the definition “trust company” by striking out “a federation continued under the Credit Unions Act” and substituting “a federation as defined in the Credit Unions Act”.

Commencement

114(1) Subject to subsection (2), this Act or any provision of it comes into force on a day or days to be fixed by proclamation.

114(2) Sections 9 and 112 of this Act come into force on December 31, 2011.

Chapter Outline Update

Strike out section 164 and substitute the following:

Purposes164

Strike out section 165 and substitute the following:

Capacity 165

Strike out section 166 and substitute the following:

Powers 166

Strike out section 266 and substitute the following:

Compliance orders in relation to Fédération des caisses populaires acadiennes and stabilization boards 266

Strike out section 266.3 and substitute the following:

Interim orders by Superintendent in relation to Fédération des caisses populaires acadiennes or stabilization boards266.3

Strike out section 269 and substitute the following:

Supervision of Fédération des caisses populaires acadiennes or a stabilization board269

Strike out section 279 and substitute the following:

Notice to and service on a credit union or the Fédération des caisses populaires acadiennes279

Strike out section 282 and substitute the following:

Certificate of credit union or the Fédération des caisses populaires acadiennes282