BILL 56

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 12 of the Credit Unions Act, chapter C-32.2 of the Acts of New Brunswick, 1992, is amended by adding after subsection (6) the following:

12( 6.1) Subsection (5) does not apply to a federal credit union incorporated or continued under the Bank Act (Canada).

2 The Act is amended by adding after section 153 the following:

PART X.1

FEDERAL CONTINUANCE

Definition of “federal continuance”

153.1 In sections 153.2 to 153.4, “federal continuance” means continuance as a federal credit union under the Bank Act (Canada). (prorogation fédérale)

Statement of intent to apply for federal continuance

153.2( 1) A credit union that satisfies the requirements of this Part may apply to the Minister of Finance of Canada for federal continuance.

153.2( 2) The directors of a credit union that is proposing to apply for federal continuance shall submit to the Superintendent a statement of intent to apply for federal continuance in a form provided by the Superintendent at least 60 days before sending a notice of a meeting of the members of the credit union for the purpose of seeking their approval of the application for federal continuance.

153.2( 3) A notice of a meeting of members shall be sent in accordance with section 70 and shall include

(a)  the text of the resolution approving the application for federal continuance,

(b)  a copy of the statement of intent to apply for federal continuance,

(c)  either of the following documents:

( i) a statement

( A) setting out that if the credit union is continued federally, the insurance of deposits under section 220 will not continue, and

( B) setting out the details of the deposit insurance under the Canada Deposit Insurance Act (Canada), or

( ii) a notice referring to documents already sent to the members on the matters in subparagraph (i).

Authorization of an application for federal continuance

153.3( 1) An application for federal continuance is not authorized until it is approved

(a)  by the members of the credit union by special resolution, and

(b)  by the Superintendent in writing.

153.3( 2) The Superintendent may approve an application for federal continuance only if

(a)  the Superintendent is satisfied that the federal continuance is advisable and will not adversely affect

( i) the members, shareholders or creditors of the credit union, or

( ii) the credit union system, and

(b)  the Bank Act (Canada) provides that

( i) the continued federal credit union becomes the owner of the property of the credit union,

( ii) the continued federal credit union becomes liable for the obligations of the credit union,

( iii) an existing cause of action or claim by or against the credit union or any liability of the credit union to prosecution is unaffected,

( iv) a civil, criminal or administrative action or proceeding pending by or against the credit union may be continued by or against the continued federal credit union, and

( v) a conviction against or ruling, order or judgment in favour of or against the credit union may be enforced by or against the continued federal credit union.

153.3( 3) At any time before the issuance of letters patent continuing the credit union as a federal credit union under the Bank Act (Canada), the Superintendent may revoke his or her approval of the application for federal continuance if he or she is advised of a material change in the circumstances that supported his or her approval.

153.3( 4) If authorized by the members of the credit union at the time they approved the application for federal continuance, the directors of the credit union may abandon the application without further approval of the members.

Certificate of discontinuance

153.4( 1) On receipt of a notice that establishes to the satisfaction of the Superintendent that letters patent continuing a credit union as a federal credit union under the Bank Act (Canada) have been issued, the Superintendent shall file the notice and issue a certificate of discontinuance in accordance with section 285.

153.4( 2) A notice referred to in subsection (1) shall be deemed to be articles required to be sent to the Superintendent for the purposes of section 285.

153.4( 3) A credit union is deemed to have been discontinued and this Act ceases to apply to it on the date set out in the certificate of discontinuance which, despite subsection 285(3), shall be the same date as the effective date of the federal continuance of the credit union set out in the letters patent issued to the credit union.

TRANSITIONAL PROVISIONS AND COMMENCEMENT

Definitions

3 The following definitions apply in sections 4 to 6.

“Act” means the Credit Unions Act. (Loi)

“credit union” means credit union as defined in section 1 of the Credit Unions Act. (caisse populaire)

“federal continuance” means federal continuance as defined in section 153.1 of the Credit Unions Act. (prorogation fédérale)

“special resolution” means special resolution as defined in section 1 of the Credit Unions Act. (résolution spéciale)

“Superintendent” means superintendent as defined in section 1 of the Credit Unions Act. (surintendant)

Application for federal continuance made by the Caisse populaire Acadie Ltée

4( 1) Despite subsection 153.2(2) of the Act, the directors of the Caisse populaire Acadie Ltée may submit to the Superintendent a statement of intent to apply for federal continuance on behalf of all the credit unions set out in Schedule A.

4( 2) In the case of the application for federal continuance referred to in subsection (1), the directors of the Caisse populaire Acadie Ltée are exempt from the following requirements:

(a)  the time limit referred to in subsection 153.2(2) of the Act;

(b)  the requirement under paragraph 153.2(3)(b) of the Act to provide a copy of the statement of intent to apply for federal continuance to the members of the credit union; and

(c)  the requirement to provide the statement or notice referred to in paragraph 153.2(3)(c) of the Act.

4( 3) The Superintendent may approve the application for federal continuance referred to in subsection (1) only if both of the following occur:

(a)  a notice of a meeting of members referred to in subsection 153.2(3) of the Act is sent to all of the members of each credit union set out in Schedule A; and

(b)  the members of each credit union set out in Schedule A approve the application for federal continuance by special resolution as set out in paragraph 153.3(1)(a) of the Act.

4( 4) If the Superintendent approves the application for federal continuance referred to in subsection (1), the Caisse populaire Acadie Ltée is authorized to apply to the Minister of Finance of Canada for federal continuance on behalf of all the credit unions set out in Schedule A.

Amalgamation of the credit unions set out in Schedule A and federal continuance of the amalgamated credit union

5( 1) Despite the Act, in the case of the amalgamation of credit unions referred to in the amalgamation agreement approved by special resolution on November 12, 2014, by the members of each credit union set out in Schedule A, the Superintendent may establish the form and content of

(a)  articles of amalgamation required to be sent to the Superintendent under subsection 136(1) of the Act, and

(b)  a certificate of amalgamation under subparagraph 285(2)(b)(i) of the Act.

5( 2) If the Superintendent approves the application for federal continuance referred to in section 4 and issues a certificate of amalgamation in accordance with subsection 138(1) of the Act with respect to the credit unions referred to in subsection (1)

(a)  the amalgamation is only effective for the purpose of the application for federal continuance and subsection 138(2) of the Act does not apply until the amalgamation referred to in subsection (4) becomes effective,

(b)  the approvals by special resolution of each credit union under paragraph 4(3)(b) are together deemed to be an approval of the application for federal continuance by special resolution of the amalgamated credit union, and

(c)  the amalgamated credit union is deemed to be substituted for the Caisse populaire Acadie Ltée as the authorized applicant in the application for federal continuance made to the Minister of Finance of Canada.

5( 3) For the purposes of subsection 138(2) of the Act, the amalgamation of the credit unions referred to in subsection (1) shall not be effective unless

(a)  there has been an issuance of letters patent continuing the amalgamated credit union as a federal credit union under the Bank Act (Canada), and

(b)  the date of issuance of the letters patent is the same date as the effective date of the federal continuance of the amalgamated credit union.

5( 4) If the conditions set out in paragraphs (3)(a) and (b) are met, for the purposes of subsection 138(2) of the Act, the amalgamation shall be deemed to have become effective immediately before the issuance of the letters patent.

Revocation of approvals

6 If the issuance of letters patent referred to in paragraph 5(3)(a) does not occur within two years after the commencement of this section, the Superintendent may revoke his or her approval of the application for federal continuance and his or her approval of the amalgamation.

Commencement

7 This Act or any provision of it comes into force on a day or days to be fixed by proclamation.

SCHEDULE A

Caisse populaire Restigouche Ltée

La Caisse Populaire de Beresford Ltee.

Caisse populaire Chaleur Ltée / Chaleur Credit Union Ltd

Caisse populaire des Fondateurs Ltée

Caisse populaire des Iles Ltée

Caisse populaire le Lien des deux Rivières Ltée

Caisse populaire de Néguac Ltée

La Caisse Populaire de Shippagan Limitée

Caisse populaire La Vallée de l’Érable Ltée

Caisse populaire Madawaska Ltée

Caisse populaire Acadie Ltée

Caisse populaire Trois Rives Ltée

Caisse populaire Beauséjour Ltée

Caisse populaire Dieppe-Memramcook Ltée

Caisse populaire Sud-Est Ltée