BILL 36
Credit Unions Act
Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:
PART 1
PRELIMINARY MATTERS
Definitions
1 The following definitions apply in this Act.
“articles” means (statuts)
aoriginal or restated articles of incorporation,
barticles of continuance, articles of amendment, articles of amalgamation, articles of reorganization, articles of dissolution or articles of revival, and
cletters patent, supplementary letters patent, a certificate of incorporation, a memorandum of association or any other document evidencing corporate existence issued under another Act of the Legislature, an Act of another province or territory of Canada or an Act of the Parliament of Canada.
“Atlantic Central” means Atlantic Central continued under the Credit Union Act (Nova Scotia). (Atlantic Central)
“body corporate” means an incorporated body wherever or however incorporated and includes a credit union. (personne morale)
“bond of association” means a characteristic common to all members of a credit union which leads them to join together in a credit union. (lien d’association)
“Commission” means the Financial and Consumer Services Commission continued under the Financial and Consumer Services Commission Act. (Commission)
“Corporation” means the New Brunswick Credit Union Deposit Insurance Corporation continued under section 307. (Société)
“Court” means The Court of Queen’s Bench of New Brunswick. (Cour)
“credit union” means a prescribed body corporate that is incorporated or continued as a credit union under this Act, and includes a prescribed caisse populaire. (caisse populaire or caisse)
“extra-provincial credit union” means a body corporate incorporated, continued or registered as a credit union in accordance with the laws of another province or territory of Canada, and includes a caisse populaire extraprovinciale. (caisse populaire extraprovinciale)
“investigator” means a person appointed as an investigator under section 235. (enquêteur)
“Minister” means the Minister of Finance and includes any person designated by the Minister to act on the Minister’s behalf. (ministre)
“ordinary resolution” means a resolution passed by a majority of the votes cast by the persons who voted in respect of that resolution. (résolution ordinaire)
“patronage refund” means an amount that under this Act is allocated among and credited or paid by a credit union to its members, based on the amount of business that has been done with the credit union by each of those members. (ristourne)
“prescribed” means prescribed by the regulations. (prescrit)
“regulated activity” means any activity governed by this Act or the regulations. (activité réglementée)
“regulation” means a regulation made under this Act and, unless the context otherwise indicates, includes a rule. (règlement)
“rule” means a rule made under section 283, or, if the context requires, a rule made under the Financial and Consumer Services Commission Act. (règle)
“special resolution” means a resolution passed by two-thirds or more of the votes cast by the persons who voted in respect of that resolution or signed by all the persons entitled to vote on that resolution. (résolution spéciale)
“spouse” means either of two persons who (conjoint)
aare married to each other, or
bare not married to each other but have cohabited continuously in a conjugal relationship for a period of at least two years.
“Superintendent” means the Superintendent of Credit Unions appointed under the Financial and Consumer Services Commission Act and includes any person designated by the Commission or the Superintendent to act on the Superintendent’s behalf. (surintendant)
“Tribunal” means the Financial and Consumer Services Tribunal established under the Financial and Consumer Services Commission Act. (Tribunal)
Subsidiary
2 For the purposes of this Act, a body corporate is the subsidiary of a credit union, Atlantic Central, a group composed of credit unions or a group composed of one or more credit unions and Atlantic Central if the body corporate is controlled by the credit union, Atlantic Central or the group, as the case may be.
Control of the body corporate
3 For the purposes of section 2, a body corporate is controlled by a credit union, Atlantic Central, a group composed of credit unions or a group composed of one or more credit unions and Atlantic Central if
avoting securities of the body corporate carrying more than 50% of the votes for the election of directors are held, other than by way of security only, by or for the benefit of the credit union, Atlantic Central or the group, and
bthe votes carried by the securities referred to in paragraph (a) are sufficient, if exercised, to elect a majority of the directors of the body corporate.
Purpose of a credit union generally
4 The purpose of a credit union is to provide, in accordance with section 5, a comprehensive range of financial services that meet the needs of its members.
Operation on co-operative basis
5 Subject to this Act, a credit union shall operate on a co-operative basis and in accordance with generally accepted co-operative principles.
Inconsistent provisions
6 If a provision of Part 12 or 13 is inconsistent with any other provision of this Act, the provision of Part 12 or 13 prevails.
Prohibition
7( 1) A person that is not incorporated or continued as a credit union under this Act shall not carry on the business of a credit union in the Province.
7( 2) Despite subsection (1), an extra-provincial credit union may carry on its business in the Province in accordance with section 25.
PART 2
INCORPORATION OF CREDIT UNIONS
Application for incorporation
8( 1) Ten or more individuals may apply for incorporation as a credit union in accordance with subsection (2) as long as none of them
ais less than 19 years of age,
bis of unsound mind and has been so found by a court of competent jurisdiction, or
chas the status of a bankrupt.
8( 2) An application for incorporation as a credit union shall be made to the Superintendent on a form provided by the Superintendent and shall be accompanied by the following:
athe proposed articles of incorporation;
bthe proposed by-laws;
ca notice of registered office on a form provided by the Superintendent;
devidence that the proposed credit union will have a minimum of $500,000 of regulatory capital or any greater amount the Superintendent requires after incorporation as a credit union; and
eany other information the Superintendent may require.
Articles of incorporation
9( 1) Articles of incorporation shall be on a form provided by the Superintendent and shall set out, in relation to the proposed credit union,
athe legal name of the credit union,
bthe location in the Province where the registered office is to be situated,
cthe name, residential address and principal occupation of each first director,
dthe proposed bond of association, if any,
ethe classes and any maximum number of shares that the credit union is authorized to issue other than membership shares, if any, and if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares,
fif the right to transfer shares in the credit union is to be restricted, the restrictions on the right to transfer shares and the nature of the restrictions,
gany restrictions on the business that the credit union may carry on, and
hany other matters which are required under this Act to be dealt with in the articles.
9( 2) The articles may set out provisions permitted by this Act to be set out in the by-laws of the credit union.
By-laws
10( 1) The by-laws of a credit union shall provide for any of the following matters that are applicable but are not set out in the articles:
aqualifications for membership and conditions of and method of applying for and terminating membership in a credit union;
bthe location of meetings of members and the procedure and quorum at the meetings;
cmembers’ rights to make, repeal and amend by-laws;
dmembers’ voting rights and the manner of voting, including the right to vote by ballot, mail, telephone, electronic means or other communication facilities;
ethe form and effect of voting;
fthe election, term of office, removal of and filling of vacancies among directors, committee members and officers, their powers, duties and remuneration, and the procedure and quorum at meetings of the board of directors and of a committee appointed by the directors;
gthe division of the territory in which the credit union carries on its business into districts for the purpose of holding district meetings during annual or other meetings of members, the business that may be conducted at district meetings and the procedure and quorum at district meetings; and
hany other matters which are required under this Act to be dealt with in the by-laws.
10( 2) The by-laws of a credit union may provide for matters in addition to those matters referred to in paragraphs (1)(a) to (h) if the by-laws are not inconsistent with this Act or the regulations.
Approval or denial of application
11( 1) If an application for incorporation as a credit union is made under section 8, the Superintendent shall
areview the application, and
bsend the application to the Lieutenant-Governor in Council, together with the recommendation of the Superintendent to approve or deny the application.
11( 2) The recommendation sent to the Lieutenant-Governor in Council under subsection (1) shall contain a statement in relation to the proposed credit union as to whether
athe proposed articles of incorporation and by-laws are in compliance with this Act and the regulations,
bthe proposed credit union will be organized and operated in accordance with sections 4 and 5,
cthe proposed bond of association, if any, is not objectionable,
dthe applicants are qualified to establish and the proposed directors are qualified to operate the proposed credit union,
ethe applicants have indicated whether, in the opinion of Atlantic Central, the proposed credit union will be established and operated in a manner so that the investments and deposits of the members of the credit union will be safeguarded, and
fin the opinion of the Superintendent, the incorporation is advisable in all other respects.
11( 3) The Lieutenant-Governor in Council shall approve or deny the application and shall notify the Superintendent in writing of the decision.
11( 4) The Superintendent shall
anotify the applicants in writing of the decision of the Lieutenant-Governor in Council, and
bif the Lieutenant-Governor in Council approves the application, file the articles of incorporation and by-laws.
Certificate of incorporation
12( 1) After filing the articles of incorporation and by-laws under paragraph 11(4)(b), the Superintendent shall issue a certificate of incorporation in accordance with section 273.
12( 2) The Superintendent shall publish in The Royal Gazette notice of the issue of the certificate of incorporation.
Effect of certificate
13( 1) A credit union comes into existence on the date shown in the certificate of incorporation.
13( 2) A certificate of incorporation is, in the absence of evidence to the contrary, proof
athat the provisions of this Act in relation to incorporation of a credit union and all requirements precedent and incidental to incorporation have been complied with, and
bthat the credit union has been incorporated under this Act on the date shown in the certificate of incorporation.
Requirements of legal names
14( 1) The legal name of a credit union shall contain the words “Credit Union”, “Caisse Populaire” or both of these words as part of its legal name.
14( 2) Subject to section 17, a credit union may adopt in its articles a legal name consisting of a separated or combined French and English form and may be legally designated by either the French or English form of its legal name or both forms.
Legal name required to be legible
15 A credit union shall set out its legal name in legible characters in all contracts, invoices, negotiable instruments and orders for goods and services.
Definition of “dénomination commerciale”
16 In sections 17 to 21 of the French version of this Act, “dénomination commerciale” means “appellation commerciale” within the meaning of the Partnerships and Business Names Registration Act.
Prohibited names
17 A credit union shall not be incorporated or continued with, or carry on business under or identify itself by, a legal or business name that
ais identical to the legal or business name of an existing or a dissolved credit union except in the prescribed circumstances,
bin the opinion of the Superintendent is similar to the legal or business name of any other business, association or body corporate that it is likely to confuse or mislead,
cin the opinion of the Superintendent suggests or implies a connection with the Crown or any member of the Royal Family, the Government of Canada, the government of any province or territory of Canada or any department, branch, bureau, service, agency or activity of that government, without the written consent of the appropriate authority,
dincludes the word “loan”, “trust”, “mutual”, “insurance” or “securities”, or
ethe Superintendent, for any valid reason, disapproves.
Order to change name
18( 1) The Superintendent may order a credit union to change its legal or business name to comply with this Act if the credit union, through inadvertence or otherwise, acquires a legal or business name that does not meet the requirements set out in section 17.
18( 2) If a credit union fails to comply with an order under subsection (1) within 60 days after the date of the order, the Superintendent may revoke the legal name of the credit union and assign a name or number to it and, until the legal name is changed in accordance with section 143, the legal name of the credit union is the name or number assigned by the Superintendent.
18( 3) If the Superintendent assigns a name or number to a credit union under subsection (2), the Superintendent shall issue a certificate of amendment showing the new legal name of the credit union and shall publish in The Royal Gazette notice of the change of legal name.
Prohibition on use of “Credit Union” or “Caisse Populaire”
19( 1) No person other than a credit union shall use the words “Credit Union” or “Caisse Populaire” or any derivative or abbreviation of those words as part of its legal name or business name, or shall hold itself out as, or use part of its legal or business name or any other word or abbreviation suggesting, indicating or implying that it is, or is carrying on business as, a credit union.
19( 2) If a person violates or fails to comply with subsection (1), the Superintendent may order that person to comply with the subsection.
19( 3) Subsection (1) does not apply to any of the following:
aAtlantic Central;
bthe Corporation;
cany person, association or organization that is exempted from that subsection by the Superintendent; or
da federal credit union incorporated or continued under the Bank Act (Canada).
19( 4) If the Superintendent grants an exemption under paragraph (3)(c), the Superintendent may impose any terms and conditions the Superintendent considers appropriate on the exemption.
19( 5) The Superintendent may cancel an exemption granted under paragraph (3)(c).
Business name
20 Subject to section 17, a credit union may carry on business under or identify itself by a name other than its legal name, including in any advertising and other representations to the public, if
ait has registered a business name under the Partnerships and Business Names Registration Act, and
bit has the Superintendent’s approval.
Reservation of name
21 On the written request of any person and on payment of the prescribed fee, the Superintendent may, if the legal or business name is not in violation of section 17, reserve for a period of 90 days a legal or business name for the use and benefit of persons desiring to form a credit union or a credit union that intends to change its legal or business name, as the case may be.
Pre-incorporation contract
22( 1) Except as provided in this section, a person who enters into an oral or written contract in the name of or purportedly on behalf of a credit union before its incorporation is personally bound by the contract and is entitled to its benefits.
22( 2) A credit union may, within a reasonable time after it is incorporated, by any action or conduct signifying its intention to be bound by the contract, adopt a contract made in its name or on its behalf before its incorporation and, on the adoption,
athe credit union is bound by the contract and is entitled to its benefits as if the credit union had been in existence at the date of the contract and had been a party to it, and
ba person who entered into or purported to enter into the contract in the name of or on behalf of the credit union ceases to be bound by or entitled to the benefits of the contract, except as provided in subsection (3).
22( 3) Subject to subsection (4), whether or not a contract made before the incorporation of a credit union is adopted by the credit union, a party to the contract may apply, within a reasonable time after the date of incorporation of the credit union, to the Court for an order respecting the nature and extent of the obligations and liability under the contract referred to in subsection (1) and, on the application, the Court may make any order it considers appropriate.
22( 4) If expressly provided in the contract, a person who entered into the contract in the name of or purportedly on behalf of the credit union before its incorporation is not bound by the contract or entitled to its benefits.
PART 3
CAPACITY AND POWERS
Capacity and powers of a credit union
23 A credit union has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.
Carrying on business outside the Province
24 Subject to this Act, a credit union may, with the approval of the Superintendent, carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside the Province to the extent that the laws of that jurisdiction permit.
Extra-provincial credit unions carrying on business in the Province
25 An extra-provincial credit union may, on payment of the prescribed fee and with the approval of the Superintendent, carry on its business, conduct its affairs and exercise its powers in the Province to the extent that the laws of the province or territory in which the extra-provincial credit union was incorporated or continued permit and subject to any terms and conditions the Superintendent may impose, if the extra-provincial credit union
aprovides deposit insurance protection in accordance with the laws of the province or territory in which the extra-provincial credit union was incorporated or continued for deposits taken in the Province, and
bdiscloses the following information to its depositors located in the Province:
( i) the deposit insurance provided for in this Act does not apply to their deposits;
( ii) the name of the deposit insurer or similar entity that provides deposit insurance protection for their deposits; and
( iii) the amounts and other payout conditions provided by the deposit insurer or similar entity referred to in paragraph (b).
Powers of a credit union
26( 1) Subject to this Act and the regulations, a credit union may carry on any business appertaining to the business of credit unions, including:
areceiving deposits from and operate chequing services for its members;
bmaking loans to its members; and
cproviding, with the approval of the Superintendent, any other financial service.
26( 2) Subject to this Act and the regulations, a credit union may, with the approval of the Superintendent, provide any financial service offered by a financial institution or a prescribed type of body corporate if the credit union
aenters into an arrangement with the financial institution or the body corporate for the provision of the service by that financial institution or body corporate, or
bestablishes a subsidiary to provide the service.
26( 3) No credit union shall provide any service referred to in subsection (1) or (2) to another credit union.
26( 4) No credit union shall, except as permitted in paragraphs (2)(a) and (b),
aprovide real estate brokerage services,
bexcept as authorized under the Pre-Arranged Funeral Services Act, execute the office of executor, administrator, guardian of a minor’s estate or committee of a mentally incompetent person or provide services of a fiduciary nature commonly provided by a trust company,
cissue securities on behalf of another person or otherwise carry on the business of a securities dealer, or
dcarry on the business of an insurance company or otherwise act as an insurer, agent, broker or adjuster as defined in the Insurance Act.
Establishment or acquisition of a subsidiary
27( 1) Subject to the approval of the Superintendent and any terms and conditions the Superintendent may impose by order, a credit union may establish or acquire a subsidiary if
athe subsidiary is a financial institution or is, or is deemed to be, a prescribed type of body corporate, and
bthe subsidiary provides a financial service offered by a financial institution or a prescribed type of body corporate.
27( 2) The Superintendent may, by order and subject to any terms and conditions the Superintendent may impose, deem a body corporate to be, for the purposes of this Act, a subsidiary if its business activities are substantially similar to those of financial institution or a prescribed type of body corporate.
27( 3) For the purposes of this Act, a deemed subsidiary may include a body corporate that is owned collectively by a group composed of credit unions even if none of the credit unions holds a controlling interest in the body corporate.
27( 4) If the Superintendent refuses to approve the establishment or acquisition of a subsidiary, the Superintendent shall give notice of his or her decision to the credit union.
27( 5) The Superintendent may revoke the approval of the establishment or acquisition of a subsidiary if
athe credit union fails to comply with the terms and conditions imposed under the order applicable to the investment,
bthe subsidiary or deemed subsidiary is no longer a financial institution or a prescribed type of body corporate, or
c the primary purpose of the subsidiary is, in the opinion of the Superintendent, to allow the credit union to avoid the limits under this Act or the regulations on its investments.
27( 6) On a revocation of an approval, the credit union shall divest itself of the investment in accordance with the order effecting the revocation.
27( 7) A credit union shall ensure that the total book value of investments held by the credit union in subsidiaries of the credit union and of guarantees by the credit union of the obligations of the subsidiaries does not exceed the prescribed percentage of the regulatory capital of the credit union.
Insurance for security purposes
28( 1) No credit union shall require, directly or indirectly, that a borrower place insurance for the security of a credit union with a particular insurance agency or company.
28( 2) Nothing in subsection (1) precludes a credit union from
arequiring that insurance be placed by a member for the security of a credit union, or
bentering into a prescribed group insurance plan with an insurance agency or company for the security of a credit union or for the benefit of its members.
Prohibition
29 Except as provided in this Act, no credit union shall, directly or indirectly, through a subsidiary or otherwise, deal in goods, wares and merchandise or engage in a trade or other business.
Restrictions
30( 1) Subject to this Act, it is not necessary for a by-law to be passed in order to confer any particular power on a credit union or its directors.
30( 2) No credit union shall
acarry on any business, conduct any affairs or exercise any power that the credit union is restricted by its articles or this Act from carrying on, conducting or exercising, or
bcarry on business, conduct affairs or exercise its powers in a manner contrary to its articles or this Act.
30( 3) No act of a credit union, including any transfer of property to or by a credit union, is invalid by reason only that the act or transfer is contrary to its articles or this Act.
No constructive notice
31 No person is affected by or shall be deemed to have notice or knowledge of the contents of a document concerning a credit union by reason only that the document has been filed with the Superintendent or is available for inspection at an office of the credit union.
Reliance by persons dealing with credit union
32 A credit union or a guarantor of an obligation of the credit union shall not assert against a person dealing with the credit union or with any person who has acquired rights from the credit union, except if the person has or, by virtue of that person’s position with or relationship to the credit union, ought to have knowledge of that fact, that
athis Act, the regulations, the articles or the by-laws of the credit union have not been complied with,
bthe persons named as directors in the most recent notice filed with the Superintendent under this Act are not the directors of the credit union,
cthe place named in the most recent notice filed with the Superintendent under this Act is not the registered office of the credit union,
da person held out by the credit union as a director, officer or agent of the credit union has not been duly appointed or has no authority to exercise the powers or perform the duties that are customary in the business of the credit union or usual for that director, officer or agent,
ea document issued by any director, officer or agent of the credit union with actual or usual authority to issue the document is not valid or genuine, or
fany financial assistance to members or directors or any sale, lease or exchange of all or substantially all of the property of the credit union was not authorized.
PART 4
REGISTERED OFFICE AND RECORD KEEPING
Registered office
33( 1) A credit union shall at all times have a registered office in the place within the Province specified in its articles.
33( 2) A credit union shall file with the Superintendent a notice of registered office in the form provided by the Superintendent together with any articles that designate the place of the registered office of the credit union.
33( 3) If a credit union changes the place of its registered office as indicated in its articles, the credit union shall file with the Superintendent a notice of registered office in the form provided by the Superintendent together with any articles that change the place of the registered office of the credit union.
33( 4) The directors of a credit union may change the address of the registered office within the place specified in the articles.
33( 5) Within 15 days after any change of address of a credit union’s registered office, the credit union shall file with the Superintendent a notice in the form provided by the Superintendent.
Notice to Superintendent
34( 1) A credit union shall notify the Superintendent in writing within 15 days after its board of directors decides
ato establish or relocate a branch office or to renovate or expand the premises of a branch office, or
bto renovate or expand the premises of the registered office of the credit union.
34( 2) Unless a credit union is under supervision in accordance with Part 14, the credit union shall notify the Superintendent in writing within 15 days after its board of directors decides to close a branch office.
Records
35( 1) A credit union shall prepare and maintain at its registered office, or at any other place in the Province designated by the directors and approved by the Superintendent under subsection (2), records, including
acopies of the articles and by-laws and all amendments to them,
bthe adopted minutes of meetings and resolutions of members,
ca register of directors, officers and committee members of the credit union setting out their names, addresses and the dates on which each person became or ceased to be a director, officer or committee member,
da register of members of the credit union setting out their names and their latest known addresses,
ethe number and issue price of the membership and other shares held by each member or shareholder,
fthe accounting records and the adopted minutes of meetings and resolutions of the directors and any committee appointed by the directors, and
ginformation with respect to documents or reports that the credit union is required to file or provide in accordance with any other Act of the Legislature, an Act of the Parliament of Canada or a regulation under those Acts.
35( 2) The Superintendent may, on any terms and conditions the Superintendent considers appropriate, approve a place in the Province other than the registered office of the credit union as a place at which the credit union may keep the records referred to in subsection (1) if the credit union, to the satisfaction of the Superintendent,
ashows the necessity of keeping the records at a place other than the registered office, and
bgives assurance that the records will be available for examination by any person who is entitled to examine the records during normal business hours at its registered office or at the place approved by the Superintendent.
35( 3) The Superintendent may vary any of the terms and conditions of an approval made under subsection (2) or revoke the approval.
Authorization of members
36( 1) A credit union shall obtain the written authorization of a member before including the member’s name and address in the register of members that is available for examination in accordance with section 37.
36( 2) No credit union shall disclose the name or address of a member who does not give the authorization referred to in subsection (1).
Examination of records
37( 1) The members of a credit union, their agents and legal representatives may examine the records referred to in paragraphs 35(1)(a), (b) and (c) during the normal business hours of the credit union and may make copies or take extracts from them without charge.
37( 2) Subject to subsection 36(2), if an affidavit referred to in subsection (3) is sent to a credit union, the members of the credit union, their agents and legal representatives may examine the register of members referred to in paragraph 35(1)(d) during the normal business hours of the credit union and may, on payment of a reasonable fee, receive from the credit union a copy of the register of members.
37( 3) The affidavit shall
astate the name and address of the member or the members’ agent or legal representative, requesting to examine or make a copy or take an extract from the register of members,
bstate the reason why the member, agent or legal representative seeks to examine or make a copy or take an extract from the register of members,
cbe made by a director or officer of the body corporate if the applicant is a body corporate, and
dstate that the register of members will not be used by any person except for purposes relating to the affairs of the credit union.
37( 4) No person shall use the register of members for purposes not related to the affairs of the credit union.
37( 5) Subject to subsection 36(2), a credit union shall make the register of members available at any meeting of members for examination by the members.
37( 6) The directors of a credit union or the duly authorized representative of the board of directors may examine the records of the credit union at all reasonable times without charge.
37( 7) The Superintendent may, at all reasonable times, examine the records of a credit union free of charge.
Form of records
38( 1) Any record required to be prepared and maintained by a credit union under this Act shall be kept by the credit union in any form, provided that the record is capable of being reproduced in intelligible written form within a reasonable time.
38( 2) A credit union and its agents shall take reasonable precautions to
aprevent loss or destruction of the records it is required by this Act to prepare and maintain,
bprevent falsification of entries in the records it is required by this Act to prepare and maintain, and
cfacilitate detection and correction of inaccuracies in the records it is required by this Act to prepare and maintain.
Corporate seal
39( 1) The directors of a credit union may adopt a corporate seal and change one that is adopted.
39( 2) An instrument or agreement executed on behalf of a credit union is not invalid merely because a corporate seal is not affixed to the instrument or agreement.
PART 5
CAPITALIZATION AND
OPERATING STANDARDS
Membership shares
40( 1) Membership shares in a credit union shall have an issue price fixed by the articles, which price shall not be less than $5 each.
40( 2) A credit union is not limited as to the number of membership shares it may issue.
40( 3) A member of a credit union shall purchase and hold only one fully paid membership share unless the by-laws of the credit union permit or require members to purchase and hold more than one membership share.
Other shares
41( 1) In addition to membership shares, the articles of a credit union may provide for the issuance of surplus shares for the purposes of section 47 and, with the approval of the Superintendent, any other class or classes of shares.
41( 2) If the articles provide for the issuance of any class or classes of shares in addition to membership shares, there shall be set out in the articles
athe maximum number of shares in each class other than surplus shares that the credit union is entitled to issue,
bthe total consideration to be paid for each class of shares other than surplus shares, and
cthe rights, privileges, restrictions and conditions, including dividends, attaching to the shares of each class.
41( 3) The Superintendent shall not approve the issuance of any class or classes of shares other than membership shares or surplus shares if, in the opinion of the Superintendent, the issuance of the shares would
anot be consistent with the purpose of a credit union generally,
bnot be in the financial interests of the credit union, or
cincrease the risk that the credit union would require financial assistance from the Corporation or the risk of a claim against the Corporation.
41( 4) Membership shares shall rank behind all other classes of shares issued by the credit union and holders of membership shares shall not, on the winding up or liquidation of a credit union, be entitled to redeem, in whole or in part, any membership shares until the amounts outstanding on all other classes of shares have been paid in full.
Share certificates not required
42 A credit union is not required to issue share certificates for membership or surplus shares.
Consideration
43( 1) A share shall not be issued until the consideration for the share is fully paid in money or in property or past services that is the fair equivalent of the money that the credit union would have received if the share had been issued for money.
43( 2) A credit union shall not issue a share if the proposed consideration for the share consists in whole or in part of a promissory note or a promise to pay.
Limitation on purchase or redemption
44( 1) No credit union shall make a payment to purchase or redeem shares issued by it if there are reasonable grounds for believing that
athe credit union is, or would after the payment be, unable to pay its liabilities as they become due, or
bthe realizable value of the credit union’s assets is, or would after the payment be, less than the total of
( i) its liabilities, and
( ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or liquidation, rateably with or prior to the holders of the shares to be purchased or redeemed.
44( 2) Subject to subsection (1), no shares issued by a credit union may be redeemed or paid out at a price or an amount exceeding the issue price.
Patronage refunds
45 Subject to section 48 and with the approval of the board of directors, a credit union may declare and pay patronage refunds to its members, which shall be calculated and paid in accordance with the by-laws of the credit union.
Dividends on shares
46 Subject to section 48 and with the approval of the board of directors, a credit union may, in accordance with its by-laws, declare and pay dividends on any shares issued by the credit union.
Use of patronage refund or dividend to purchase surplus shares
47 A credit union 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, or a part of the patronage refund or dividends on shares that may be specified in the by-laws, shall be applied to purchase on behalf of the member, surplus shares in the credit union, up to a number specified in the by-laws.
Restriction on payment
48 No credit union shall declare or pay a dividend on shares or pay a patronage refund if there are reasonable grounds for believing that
athe credit union is, or would after the payment be, unable to pay its liabilities as they become due,
bthe realizable value of the credit union’s assets is, or would after the payment be, less than the aggregate of its liabilities and its regulatory capital other than retained earnings, or
cthe regulatory capital of the credit union is, or would after the payment be, less than that required under section 64 and the regulations.
Exception to section 48
49( 1) If, but for paragraph 48(c), a credit union would be able to make a payment of a dividend on shares held by the Corporation, the Corporation may authorize the payment on the terms and conditions the Superintendent considers appropriate.
49( 2) Nothing in section 48 affects the payment of a dividend on a share other than a membership or surplus share if the dividend is required to be paid in accordance with the terms of a share certificate and the share was issued before the commencement of this subsection.
49( 3) A payment authorized under subsection (1) shall be included in the notes to the financial statements of the credit union and the Corporation.
Restriction on accumulation of dividends
50( 1) A credit union shall not authorize or record in its books of account an accumulation of dividends on shares in the credit union, if the regulatory capital of the credit union would, if the dividends were declared, be less than that required under section 64 and the regulations.
50( 2) Subsection (1) does not apply in relation to shares in a credit union that are held by the Corporation.
50( 3) Nothing in subsection (1) affects the rights, privileges, restrictions and conditions attaching to shares issued before the commencement of this subsection.
No personal liability
51 The members of a credit union, as members, are not liable for any liability, act or default of the credit union except as otherwise provided in this Act.
Remedy preserved
52 Nothing in this Act curtails, abridges or defeats any remedy for the recovery
afrom the borrower of money loaned by a credit union in violation of this Act or the regulations, and
bfrom the member of a credit union of any amount withdrawn in excess of the amount contained in a member’s deposit account.
Unclaimed balances
53 If a deposit account contains an amount greater than the prescribed amount and no business has been transacted in connection with the account during a period of ten years from the day on which the last transaction took place or a statement of account was last requested or acknowledged by the creditor, whichever is later, the credit union shall pay to the Corporation an amount equal to the principal amount of the deposit, plus interest, if any, calculated in accordance with the terms of the deposit or instrument, and payment discharges the credit union from all liability in respect of the deposit or instrument.
Member’s right to withdraw deposits
54( 1) Subject to subsection (2), a member may withdraw any amount contained in the member’s deposit account together with any accrued interest at any time during the normal business hours of the credit union.
54( 2) A credit union may require up to 90 days’ notice in writing of a member’s intention to withdraw any amount contained in the member’s deposit account.
54( 3) Subsections (1) and (2) do not apply in relation to deposits placed with a credit union for a stated term or any amount contained in a deposit account on which a bill of exchange payable on demand may be drawn.
Overdrafts
55 Except in accordance with the regulations, no officer or employee of a credit union shall permit the withdrawal of funds from a deposit account of a member if the funds in the account are not sufficient to cover the withdrawal.
Trust funds
56( 1) Unless the credit union is the trustee, a credit union is not bound to see to the execution of any trust, whether express, implied or constructive, to which any share or deposit is subject.
56( 2) If an account is subject to a trust of which the credit union has notice, the cheque, bill of exchange, withdrawal slip or receipt of the person in whose name the account stands or who is, according to the document creating the trust, entitled to deal with the trust is, despite the trust, sufficient authorization to and a valid and binding discharge of the credit union and the credit union is not bound to see to the application of any money paid in relation to the cheque, bill of exchange, withdrawal slip or receipt.
56( 3) Unless the document creating the trust permits, an amount contained in a deposit account held in trust for a beneficiary shall not be charged to secure a loan or obligation.
Limited payment re deceased member
57( 1) If a member of a credit union dies and the credit union makes a payment of an amount not exceeding the prescribed amount payable from the amount on deposit in the name of the deceased to the person that the credit union is satisfied is entitled to receive the amount, the payment discharges any obligation of the credit union and its board of directors in respect of and to the extent of the amount paid even if the payment is made without letters probate or letters of administration being taken out.
57( 2) Subsection (1) applies only if the credit union pays the amount in good faith and the credit union receives, before the payment,
aan affidavit attesting to the person’s entitlement to receive the amount, or
bany other evidence of the person’s entitlement to the amount the credit union considers to be appropriate in the circumstances.
57( 3) Nothing in this section prevents the credit union from requiring additional documentation or evidence as the credit union considers appropriate.
57( 4) Subsection (1) does not affect any right of a person claiming to be entitled to recover the amount from the person to whom it was paid.
57( 5) For greater certainty, this section does not prevent a credit union from making a payment or transfer as otherwise allowed or required by law.
Loans
58( 1) Subject to any prescribed terms, conditions, restrictions or limitations and any terms, conditions, restrictions or limitations established by the Superintendent, a credit union shall establish, in accordance with the regulations, loan policies in relation to the lending activities of the credit union and shall submit the loan policies to the Superintendent for approval.
58( 2) No loan policy of a credit union is effective until it is approved by the Superintendent.
58( 3) No credit union shall make loans except in accordance with the regulations and the loan policies established in accordance with subsection (1) and approved by the Superintendent.
Subordinated notes
59( 1) A credit union may issue a note under which the indebtedness evidenced is subordinated in right of payment to all other indebtedness not evidenced by a subordinated note if the note meets each of the following requirements:
athe note is evidenced by a certificate stating that it is a subordinated note, contains a statement in it to the effect of the statements made in paragraphs (b) and (c) and contains any other information that the Superintendent may require;
bthe money borrowed by way of the issue of a subordinated note is not a deposit of the issuing credit union and is not insured by the Corporation; and
cin the event of the insolvency or liquidation of the credit union, the indebtedness evidenced by each subordinated note is subordinated in right of payment to all other indebtedness of the credit union that is not evidenced by a subordinated note.
59( 2) A credit union or person acting on behalf of a credit union, in any offering, circular, advertisement, correspondence or literature relating to a subordinated note issued or to be issued, shall not refer to the subordinated note otherwise than as a subordinated note, and the credit union or person acting on behalf of the credit union, as the case may be, shall indicate clearly in the offering, circular, advertisement, correspondence or literature that the money borrowed by way of the issue of the subordinated note is not a deposit that is insured by the Corporation.
Lien on deposits and shares
60( 1) Despite any other provision of this Act, a credit union has a lien on the deposits and shares of a member or other person to whose credit the deposits and shares stand in the records of the credit union, and any interest on them, for any indebtedness due or accruing due to it by the member or other person or for any obligation in relation to the indebtedness and the deposits and shares shall not be withdrawn or redeemed unless the credit union consents.
60( 2) A credit union may apply the deposits and shares on which it has a lien, and any interest on them, to any obligation in relation to the indebtedness without notice to any person.
60( 3) For the purposes of subsection (2), an indebtedness shall be deemed to be in default when
aan amount of the principal or interest is not paid on the date on which it becomes due and payable, or
bthere has been a failure to observe or perform any obligation with respect to the indebtedness.
Liquid assets
61( 1) A credit union shall adopt and maintain a liquidity management plan that is approved by its board of directors and that meets the prescribed requirements relating to liquidity.
61( 2) A credit union shall maintain liquid assets in accordance with the regulation and with its liquidity management plan.
61( 3) A credit union may make investments for the purpose of meeting the requirements in relation to liquid assets only in accordance with the regulations.
Investments
62 A credit union may make investments in addition to those referred to in subsection 61(3) only in accordance with the regulations.
Allowance for doubtful accounts
63 A credit union shall maintain an allowance for doubtful accounts in accordance with the regulations and with its capital management plan.
Capital
64( 1) A credit union shall adopt a capital management plan that is approved by its board of directors and that meets the prescribed requirements.
64( 2) A credit union shall, in addition to the allowance referred to in section 63, maintain a level of regulatory capital in accordance with the regulations.
64( 3) Despite any other provision in this Act or the regulations, the Superintendent may issue an order that the credit union maintain additional levels of regulatory capital if the Superintendent is of the opinion that it is in the public interest to do so.
Borrowing
65 A credit union shall not borrow money in excess of the prescribed amount.
Matching
66 A credit union shall match the term and return of its investments and loans with the term and return of its members’ deposits in the credit union in accordance with the regulations.
Insurance required
67 Subject to this Act and the regulations, a credit union shall maintain the types and minimum levels of insurance and bonding coverage required by the Superintendent.
Valuation of assets
68( 1) When, in the opinion of the Superintendent, the stated value of the assets of a credit union is greater than their realizable value, the Superintendent may require the credit union to take any steps the Superintendent considers necessary to ensure that the financial position of the credit union is accurately reflected in the records of the credit union.
68( 2) When, in the opinion of the Superintendent, the realizable value of a credit union’s assets is less than the aggregate of its liabilities and its regulatory capital other than retained earnings, the Superintendent may
aprohibit the credit union from taking deposits or making payments to the members of the credit union,
blimit the payments referred to in paragraph (a) for any period the Superintendent considers necessary to protect the interests of the members of the credit union, and
ctake any other action the Superintendent considers necessary to protect the interests of the members of the credit union.
PART 6
MEMBERSHIP
Membership
69( 1) The membership of a credit union consists of its incorporators and those persons whose applications for membership are accepted by the credit union.
69( 2) A person under 19 years of age may be accepted as a member of a credit union and shares may be held and money may be received by the credit union in that person’s name or in the name of a trustee for that person if the trustee is a member or is eligible to be a member of the credit union.
69( 3) No credit union may be a member of another credit union.
Bond of association
70( 1) The articles of a credit union may provide that membership in the credit union shall be limited to groups having a bond of association.
70( 2) Despite subsection (1), a member of the credit union who leaves a group having a bond of association may retain membership in the credit union and all the rights and privileges of a member if the by-laws of the credit union so provide.
Termination of membership by directors
71( 1) Unless the by-laws otherwise provide, the directors of a credit union may terminate the membership of a member by a resolution passed by a majority of not less than three-quarters of the directors at a meeting called to consider the resolution.
71( 2) A member referred to in subsection (1) is entitled to at least seven days’ notice of the meeting at which the resolution is to be considered, together with a statement of the grounds for termination, and the member is entitled to appear and be heard in person or by legal counsel at the meeting.
71( 3) Despite section 266, the credit union shall, within seven days after a resolution is passed in accordance with subsection (1), give written notice of the resolution to the person whose membership is terminated by sending the notice by registered mail to the person’s latest address as shown in the records of the credit union and the notice shall be deemed to have been received by the person to whom it was sent, on the earlier of the seventh day after mailing and the day its receipt was acknowledged in writing by the person to whom it was sent or by a person accepting it on that person’s behalf.
71( 4) A person whose membership is terminated under subsection (1) may appeal the decision of the directors at the next meeting of the members of the credit union by sending a written notice of appeal to the credit union within 14 days after the notice was received.
71( 5) At a meeting of members to which an appeal under subsection (4) is brought, the members shall, by a majority vote, confirm or set aside the resolution of the directors terminating the membership of a member.
71( 6) A person who appeals the termination of the person’s membership in accordance with subsection (4) shall, despite the resolution of the directors terminating the membership, continue to be a member of the credit union unless the members at a meeting of members referred to in subsection (5) confirm the termination of the person's membership.
Termination of membership by special resolution
72 The members of a credit union may terminate membership of a member in the credit union by special resolution at a meeting of members at which the member is entitled to appear and be heard in person or by legal counsel at the meeting.
Readmission
73 A person whose membership is terminated under section 71 or 72 shall not again be admitted to membership in the credit union unless the readmission is approved by special resolution of the members at a general meeting of the members.
Withdrawal from membership
74 A member may withdraw from a credit union in accordance with this Act, the regulations, the articles and the by-laws of the credit union.
Remedy preserved
75 The termination of or withdrawal from membership in a credit union does not release a person from any debt or obligation to the credit union or contract with the credit union.
By-laws
76( 1) Subject to this Act and the articles of a credit union, the members of a credit union may at any annual meeting, or general meeting called for that purpose by special resolution of the members, enact, amend, or repeal by-laws in relation to those matters authorized or required by this Act to be dealt with by by-law.
76( 2) Despite subsection (1), no by-law and no amendment or repeal of a by-law is effective until it is approved by the Superintendent.
76( 3) A proposed by-law or a proposed amendment or repeal of a by-law may be provided to the Superintendent for approval before its adoption by the members of the credit union.
76( 4) If a by-law or an amendment or repeal of a by-law is approved by the Superintendent before its adoption by the members of a credit union,
athe by-law or the amendment or repeal of the by-law shall be adopted by the members of the credit union within 30 days after receipt of the approval of the Superintendent, and
ba certified copy of the adopted by-law shall be provided to the Superintendent or the amendment or repeal of the by-law shall be filed with the Superintendent within 30 days after its adoption by the members of the credit union or at any later time authorized by the Superintendent.
76( 5) If a credit union fails to comply with subsection (4), the by-law or the amendment or repeal of the by-law is void.
Articles and by-laws are binding
77 The articles and by-laws of a credit union bind the credit union and its members.
Place of meetings
78 Meetings of the members of a credit union shall be held at the place in the Province specified in the by-laws or, in the absence of that provision, at the place in the Province that the directors determine.
Calling meetings
79( 1) The directors of a credit union
ashall call an annual meeting of members to be held within four months after the end of the fiscal year of the credit union
( i) to consider the annual report of the directors, the financial statements of the credit union and the auditor’s report,
( ii) to approve the maximum aggregate amount to be paid to all directors as remuneration for the performance of their duties during the current fiscal year of the credit union,
( iii) to appoint the auditor,
( iv) to elect directors, and
( v) to deal with any other matters that may properly come before the meeting, and
bmay at any time call a special meeting of members.
79( 2) At the request of the directors, the Superintendent may extend the time in which the first or a subsequent annual meeting of the credit union shall be held.
Record date
80 The record date for determining the members entitled to receive notice of a meeting of members and entitled to vote at that meeting shall be at the close of business on the thirtieth day preceding the day on which the notice is given.
Notice of meetings
81( 1) Notice of a meeting of members shall state the date, time and place of the meeting and be given to each member entitled to vote at the meeting and to the auditor of the credit union not less than 14 days and not more than 30 days before the meeting.
81( 2) If a meeting of members is adjourned by one or more adjournments for a total of more than seven days, notice of the adjourned meeting shall be given in the same manner as notice was given for the original meeting.
81( 3) All business transacted at the following meetings shall be deemed to be special business:
aa special meeting of members; and
ban annual meeting of members, except consideration of the annual report of the directors, the financial statements of the credit union and the auditor’s report, approval of the maximum aggregate amount to be paid to all directors as remuneration for the performance of their duties during the current fiscal year of the credit union, appointment of the auditor, election of directors and any other business authorized by the by-laws to be transacted at an annual meeting.
81( 4) Notice of a meeting of members at which special business is to be transacted shall state:
athe date, time and place of the meeting;
bthe nature of that business in sufficient detail to allow the member receiving the notice to form a reasoned judgment on the business; and
cthe text of any special resolution to be submitted to the meeting or, if the full text is too lengthy for convenient inclusion in the notice, a summary of the text.
Waiver of notice
82 A member or any other person entitled to attend a meeting of members may waive notice of the meeting, and attendance of the member or other person at the meeting is a waiver of notice of the meeting, except if that person attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
Proposal by member
83( 1) A member entitled to vote at a meeting of members may
asubmit to the credit union notice of any matter that the member proposes to raise at the meeting, in this section referred to as a “proposal”, and
bdiscuss at the meeting any matter in respect of which the member would have been entitled to submit a proposal.
83( 2) A credit union shall include in the notice of the meeting or attach to it any proposal which is to be presented.
83( 3) If so requested by a member submitting a proposal, the credit union shall include in the notice of a meeting or attach to it a statement by the member of not more than 200 words in support of the proposal, and the name and address of the member.
83( 4) A proposal may include nominations for the election of directors if the election of those nominated as directors would conform with the provisions of this Act, the articles and by-laws of the credit union.
83( 5) A credit union is not required to comply with subsections (2) and (3)
aif the proposal is not submitted to the credit union at least 30 days before the anniversary date of the previous annual meeting of members,
bif it appears that the proposal is submitted by the member primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the credit union or its directors, officers or members or for a purpose that is not related in any significant way to the business or affairs of the credit union,
cif the credit union, at the member’s request, included a proposal in a notice of a meeting of members held within two years preceding the receipt of the request and the member failed to present the proposal at that meeting,
dif substantially the same proposal was submitted to the members in a notice of a meeting of members held within two years preceding the receipt of the member’s request, and the proposal was defeated, or
eif the rights conferred by this section are being abused to secure publicity.
83( 6) No credit union or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in support of a proposal in compliance with this section.
83( 7) If a credit union refuses to include a proposal in a notice of a meeting, the credit union shall, within ten days after receiving the proposal, give notice to the member submitting the proposal of its intention to omit the proposal from the notice of a meeting, together with a statement of the reasons for the refusal.
83( 8) On the application of a member claiming to be aggrieved by a refusal under subsection (7), the Tribunal may restrain the holding of the meeting to which the proposal is sought to be presented and make any other order the Tribunal considers appropriate.
83( 9) The credit union or a person claiming to be aggrieved by a proposal may apply to the Tribunal for an order permitting the credit union to omit the proposal from the notice of a meeting, and the Tribunal, if it is satisfied that subsection (5) applies, may make any order the Tribunal considers appropriate.
83( 10) An applicant under subsection (8) or (9) shall give the Superintendent notice of the application and the Superintendent is entitled to appear and be heard in person or by legal counsel.
Quorum
84( 1) Unless the by-laws otherwise provide, a number of members equal to the number of directors plus five constitutes a quorum at a meeting of members.
84( 2) If a quorum is present at the opening of a meeting of members, the members present may, unless the by-laws otherwise provide, proceed with the business of the meeting, despite that a quorum is not present throughout the meeting.
84( 3) If a quorum is not present at the opening of a meeting of members, the members present may adjourn the meeting to a fixed date, time and place but shall not transact any other business.
Voting
85( 1) Subject to section 80, a member of a credit union who is 18 years of age or over may vote at a meeting of members.
85( 2) Subject to subsection (1), 86(3) and 96(3), a member of a credit union has only one vote on any question that may be voted on at a meeting of members.
Representation of bodies corporate or associations
86( 1) If a body corporate or association is a member of a credit union, the credit union shall recognize an individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of members.
86( 2) An individual authorized under subsection (1) may exercise, on behalf of the body corporate or association the individual represents, all the powers the body corporate or association could exercise if it were an individual member.
86( 3) Nothing prevents an individual authorized under subsection (1) to vote in the individual’s own capacity as a member and as the representative of a body corporate or association.
Voting by proxy
87 No member, other than a member that is a body corporate or association, shall vote by proxy at any meeting of members.
Joint membership
88 A credit union may in its by-laws provide that two or more individuals may jointly hold a membership in a credit union but that membership is entitled to only one vote.
Executors and administrators
89 An executor or administrator holding a membership in a credit union in the capacity of executor or administrator shall represent that membership at meetings of members and may vote as a member.
Participation in meetings of members
90 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, participate in a meeting of members by means of telephone, electronic means 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.
Request by members to call meeting
91( 1) Five percent of members who are entitled to vote at a meeting of members sought to be held or 250 members entitled to vote at that meeting, whichever represents the lower number of members, may request in writing that the directors call a special meeting of members for the purposes stated in the request.
91( 2) The request referred to in subsection (1), which may consist of several documents of similar form each signed by one or more members, shall state the business to be transacted at the meeting and shall be sent to the credit union.
91( 3) On receiving the request referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the request, unless the business of the meeting as stated in the request includes a matter described in paragraphs 83(5)(b) to (e).
91( 4) If the directors do not within 30 days after receiving the request referred to in subsection (1) call a meeting, any member who signed the request may apply to the Superintendent for an order calling a meeting to be held within the period and in the manner the Superintendent determines appropriate.
91( 5) If the directors call a meeting within 30 days after receiving the request referred to in subsection (1) but do not hold or conduct the meeting in a timely manner, any member who signed the request may apply to the Superintendent for an order calling a meeting to be held within the period and in the manner the Superintendent determines appropriate.
91( 6) An order issued by the Superintendent under subsection (4) or (5) is final and not subject to appeal to the Tribunal.
91( 7) A meeting called, held and conducted in accordance with this section is for all purposes a meeting of members of the credit union duly called, held and conducted.
91( 8) Unless the members otherwise resolve at a meeting called under subsection (4) or (5), the credit union shall reimburse the members for the expenses reasonably incurred by them in requesting, calling, holding and conducting the meeting.
Meeting called by Superintendent
92( 1) If for any reason it is impracticable to call a meeting of members of a credit union in the manner in which meetings of members may be called or to conduct the meeting in the manner required by this Act and the by-laws or for any other reason the Superintendent considers appropriate, the Superintendent may order a meeting to be called, held and conducted in any manner the Superintendent directs.
92( 2) Without restricting the generality of subsection (1), the Superintendent may order that the quorum required by this Act or the by-laws be varied or dispensed with at a meeting called, held and conducted in accordance with this section.
92( 3) A meeting called, held and conducted in accordance with this section is for all purposes a meeting of members duly called, held and conducted.
PART 7
DIRECTORS AND OFFICERS
Directors
93( 1) A credit union shall in its by-laws establish a fixed number of directors, which number shall not be fewer than seven.
93( 2) The directors of a credit union shall
aexercise the powers of the credit union directly or indirectly through the employees and agents of the credit union, and
bdirect the management of the business and affairs of the credit union.
Qualifications of directors
94( 1) Subject to subsection (2), the following persons are disqualified from being a director of a credit union:
aanyone who is less than 19 years of age;
ba person who is not an individual;
canyone who is not a member of the credit union;
da person who has the status of a bankrupt;
ean employee of the credit union, Atlantic Central, the Corporation or the Commission;
fan auditor of the credit union or a member of a firm of accountants of which the auditor of the credit union is a member;
ga solicitor of the credit union;
ha person employed in the Civil Service whose official duties are concerned with the affairs of credit unions;
isubject to paragraph (j), without the written approval of the other directors, a person, or the spouse of a person, who has a loan with the credit union that is more than three months in arrears;
ja person, or the spouse of a person, who has a loan with the credit union that is more than six months in arrears; or
kany person who does not meet the requirements set out in the by-laws of the credit union.
94( 2) A credit union may in its by-laws establish a percentage of directors who are not members of the credit union, which percentage shall be no greater than 25% of the total number of directors.
Director training program
95( 1) Atlantic Central may approve director training programs and enter into agreements and other arrangements with persons to provide the programs.
95( 2) The following persons shall, within the period specified by Atlantic Central, successfully complete a director training program approved under subsection (1):
aany person elected or appointed for the first time as a director of any of its member credit unions; or
bany director of any of its member credit unions who has not successfully completed the director training program.
Election of directors and terms of office
96( 1) A director named in the articles of incorporation of a credit union holds office from the issue of the certificate of incorporation until the first meeting of the members.
96( 2) At the first meeting of the members and at each succeeding annual meeting of the members at which an election of directors is required, the members shall, subject to subsection (3), elect directors by ordinary resolution.
96( 3) 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.
96( 4) A director shall hold office for a term, not to exceed three years, that is established in the by-laws of the credit union.
96( 5) Subject to the by-laws of the credit union and subsection (12), a director is eligible for re-election but is not in any case eligible to serve as a director for more than nine consecutive years.
96( 6) A person who has served as a director for a period of nine consecutive years, or, as a result of the application of subsection (9) or the combined effect of subsections (10) and (12) or (11) and (12), for a period of more than nine consecutive years, is not eligible to be elected for a further term unless at least one year has elapsed since the end of that period.
96( 7) It is not necessary that all directors elected at a meeting of members hold office for the same term.
96( 8) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of members following that director’s election.
96( 9) Despite anything in this section to the contrary, if directors are not elected at a meeting of the members, the incumbent directors continue in office until their successors are elected at the next annual meeting.
96( 10) If a credit union is the result of an amalgamation of two or more credit unions under subsection 148(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 (5) as time served as a director of the amalgamated credit union.
96( 11) If a credit union acquires or has acquired all or substantially all of the property of another credit union under section 155, 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 (5) as time served as a director of the credit union that made the acquisition.
96( 12) 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 (5) is considered to have expired on or before the commencement of this subsection as a result of the application of subsection (10) or (11), the director may complete that term of office as if the nine-year period had not expired.
Ceasing to hold office
97( 1) A director of a credit union ceases to hold office when the director
adies or resigns,
bis removed from office in accordance with section 98, or
cbecomes disqualified for any of the reasons set out in section 94.
97( 2) A resignation of a director becomes effective at the time a written resignation is received by the credit union, or at the time specified in the resignation, whichever is later.
Removal of directors
98( 1) The members of a credit union may by ordinary resolution at a special meeting of the members remove any director from office.
98( 2) A vacancy created by the removal of a director from office may be filled at the meeting of the members at which the director is removed or, if not so filled, may be filled in accordance with section 101.
Director entitled to notice
99 A director of a credit union who resigns or who is to be removed from office is entitled to receive notice of and to attend and be heard at a meeting of members at which the director’s resignation or removal is considered.
Quorum
100 Unless the articles or by-laws otherwise provide, a majority of the directors constitutes a quorum at any meeting of directors and, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
Vacancy
101( 1) Subject to subsection (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the required number of directors or from the members’ failure to elect the required number of directors.
101( 2) If the members fail to elect the minimum number of directors required at a meeting of members, the directors elected at that meeting may exercise all the powers of the directors if the number of directors elected constitutes a quorum.
101( 3) If the members fail to elect the minimum number of directors required at a meeting of members, the directors then in office shall without delay call a meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member.
101( 4) The articles or by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members.
101( 5) If a vacancy among the directors is filled in accordance with subsection (1), the appointment shall be ratified at the next meeting of members.
Notice of change of directors
102( 1) Within 15 days after a change of directors occurs, a credit union shall file with the Superintendent a notice on a form provided by the Superintendent setting out the change.
102( 2) Any interested person may apply to the Superintendent for an order requiring a credit union to comply with subsection (1), and on the application the Superintendent may order the credit union to file with the Superintendent the notice setting out the change in directors and make any other order the Superintendent considers appropriate.
102( 3) A director named in the articles or in a notice filed by the credit union with the Superintendent under subsection (1) is presumed for the purposes of this Act to be a director of the credit union.
Meetings of directors
103( 1) Unless the articles or by-laws otherwise provide, the directors of a credit union may meet at any place and on the notice the directors determine.
103( 2) Unless the by-laws otherwise provide, a notice of a meeting of directors need not specify any matter that is to be dealt with at the meeting except
aany question or matter requiring the approval of the members,
bthe filling of a vacancy among the directors,
cthe issuance or redemption of any shares in the credit union other than membership shares, or
dthe approval of any financial statements referred to in subsection 122(1).
103( 3) A director may waive a notice of a meeting of directors, and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except if a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
103( 4) Notice of an adjourned meeting of directors is not required to be given if the date, time and place of the adjourned meeting is announced at the original meeting.
Participation at meetings of directors
104 Unless the by-laws otherwise provide, a director may, if all the directors of the credit union consent, vote and participate in a meeting of directors or of a committee appointed by the directors by means of telephone, electronic means or other communication facilities that permit all persons participating in the meeting to hear each other, and a director or committee member participating in the meeting by those means shall be deemed for the purposes of this Act to be present at that meeting.
Committees and delegation of powers
105( 1) The directors of a credit union may appoint committees and may delegate to those committees any of the powers of the directors.
105( 2) The members of a committee appointed by the directors shall be members of the credit union and the chairperson of the committee shall be a director of the credit union.
105( 3) A committee appointed by the directors shall keep minutes of its proceedings and shall submit to the directors at each meeting of directors the minutes of the committee’s proceedings during the period since the last meeting of the directors.
105( 4) Despite subsection (1), no committee appointed by the directors has authority to
asubmit to the members any question or matter requiring approval of the members,
bfill a vacancy among the directors,
cissue or redeem shares, except in the manner and on the terms authorized by the directors, or
dapprove any financial statements referred to in subsection 122(1).
Audit committee
106 The directors of a credit union shall establish, in accordance with the regulations, an audit committee that performs the duties and has the powers provided for in the regulations.
Validity of acts of directors and officers
107 An act of a director or an officer is valid despite an irregularity in the election or appointment of, or a defect in the qualifications of, the director or officer.
Resolution instead of meeting
108( 1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee appointed by the directors
asatisfies all the requirements of this Act relating to meetings of directors or committees appointed by the directors,
bis as valid as if it had been passed at a meeting of directors or a committee appointed by the directors, and
cis effective from the date specified in the resolution, which shall not be before the date on which the first director signed the resolution.
108( 2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or of a committee appointed by the directors.
Liability of directors
109( 1) Directors of a credit union who vote for or consent to a resolution authorizing any of the following are jointly and severally liable to restore to the credit union any amount paid and not otherwise recovered by the credit union:
aa payment contrary to section 44 or 48; or
ba payment of an indemnity contrary to section 119.
109( 2) If a loan is made by a credit union to a member contrary to this Act or the regulations, the member who receives the loan and all directors, officers and members of committees of the credit union who, with knowledge of the violation, made or approved the loan are jointly and severally liable to the credit union for the unpaid balance of the loan, with interest.
109( 3) A director, an officer or a member of a committee who satisfies a judgment rendered under this section is entitled to recover from the other persons who by virtue of this Act are also liable.
109( 4) A director, an officer or a member of a committee who is liable under subsection (1) or (2) may apply to the Court for an order compelling a member or other recipient to pay any money or deliver any property to the director, officer or member of a committee that was paid or distributed to the member or other recipient contrary to this Act or the regulations.
109( 5) An action to enforce a liability imposed by subsection (1) or (2) shall not be commenced after two years after the date of the resolution authorizing the action complained of.
Duty of directors to notify Superintendent
110 A director of a credit union shall, within seven days after becoming aware of the following, give written notice to the Superintendent:
athe credit union is unable to make any lawful payment it is required to make, except with the result that
( i) the credit union would after the payment be unable to pay its liabilities as they become due, or
( ii) the realizable value of the credit union’s assets would after the payment be less than the aggregate of its liabilities and its regulatory capital other than retained earnings; or
bthe credit union is financially unsound or, in the opinion of the director, is conducting its affairs in a manner that would increase the risk that the credit union would require financial assistance from the Corporation or the risk of a claim against the Corporation.
Definitions for sections 112 and 113
111 The following definitions apply in sections 112 and 113.
“material contract”, without limiting those matters which may be considered to be material in nature, includes a contract of any prescribed type made by a credit union and any other contract under which the credit union (contrat important)
aemploys a person as a full-time employee,
bretains the services of a person otherwise than as an employee, or
cdisposes of or acquires property whether by sale, purchase, lease or otherwise, for consideration that exceeds $5,000 in value.
“officer” means a committee member, a general manager, an agent of a credit union or any other person designated, elected or appointed as an officer under section 114. (dirigeant)
Material contract
112( 1) A director or an officer shall be deemed to have a material interest in any material contract in which any of the following individuals is a party or in which any of them have a material interest:
athe spouse of the director or officer;
bthe parent, child, grandparent, grandchild, brother or sister of the director or officer or of the spouse of the director or officer; or
cthe spouse of any individual mentioned in paragraph (b).
112( 2) A director or an officer shall be deemed to have a material interest in any material contract involving a person if the director or officer is
aa creditor of that person for a debt in an amount that exceeds $5,000,
ba guarantor of the debts of that person in an amount that exceeds $5,000,
cthe owner or beneficial owner of not less than 20% of the issued shares of any class of shares of that person,
da partner of that person,
ea member along with that person in any association, or
fa director or an officer of that person.
Disclosure of interest
113( 1) A director or an officer of a credit union shall disclose to the credit union, in writing or by requesting to have it entered in the minutes of meetings of directors, the nature and extent of the director’s interest in a material contract or proposed material contract with a credit union, if the director or officer
ais a party to the contract, or
bis deemed to have a material interest in the contract.
113( 2) The disclosure required by subsection (1) shall be made, in the case of a director,
aat the meeting at which a proposed contract is first considered,
bif the director was not then interested in a proposed contract, at the first meeting after the director becomes interested in the proposed contract,
cif the director becomes interested after a contract is made, at the first meeting after the director becomes interested in the contract, or
dif a person who is interested in a contract later becomes a director, at the first meeting after the person becomes a director.
113( 3) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,
aimmediately after the officer becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of directors,
bif the officer becomes interested after a contract is made, immediately after the officer becomes interested in the contract, or
cif a person who is interested in a contract later becomes an officer, immediately after the person becomes an officer.
113( 4) If a material contract or proposed material contract is one that, in the ordinary course of the credit union’s business, would not require approval by the directors or members, a director or an officer shall, immediately after the director or officer becomes aware of the contract or proposed contract, disclose to the credit union, in writing or by requesting to have it entered in the minutes of meetings of directors, the nature and extent of the director’s or officer’s interest.
113( 5) A director referred to in subsection (1) shall not be counted in the quorum, shall not be present and shall not vote at a meeting on a resolution to approve the contract unless the contract
ais an arrangement by way of security for money lent to or obligations undertaken by the director for the benefit of the credit union, or
bis for indemnity or insurance under section 119.
113( 6) For the purposes of this section, general notice to the directors of a credit union by a director or officer of the credit union declaring that the director or officer is a director or officer of a person who is a party to a contract or proposed contract or has a material interest in any contract or proposed contract and is to be regarded as having an interest in the contract or proposed contract made with that person, is a sufficient declaration of interest.
113( 7) A director or an officer referred to in subsection (1) is not accountable to the credit union or its members for any profit made on the contract if
athe director or officer disclosed the director’s or officer’s interest in accordance with subsections (2), (3) and (4),
bthe contract was approved by the directors or the members after the disclosure, and
cthe director or officer establishes that the contract was reasonable and fair to the credit union when it was approved.
113( 8) Despite anything in this section, a director or an officer referred to in subsection (1) is not accountable to the credit union or its members for any profit made on the contract
aif the contract is confirmed or approved by the members at a general meeting duly called for that purpose, and
bif the nature and extent of the director’s or officer’s interest are declared and disclosed in reasonable detail in the notice calling the meeting.
113( 9) If a director or an officer of a credit union fails to comply with this section, the Court may, on the application of the credit union or any of its members, set aside the contract on any term the Court considers appropriate or make any other order the Court considers appropriate.
Designation of officers
114 Subject to the articles and by-laws of the credit union,
athe directors may designate the officers of the credit union, elect or appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the credit union except powers to
( i) submit to the members any question or matter requiring the approval of the members,
( ii) fill a vacancy among the directors,
( iii) issue or redeem shares, except in the manner and on the terms authorized by the directors, or
( iv) approve any financial statements referred to in subsection 122(1),
ba director may become an officer of the credit union and may become a member of a committee, and
ctwo or more offices of the credit union may be held by the same person.
Remuneration and expenses of directors
115( 1) Subject to the maximum aggregate amount of remuneration to be paid to all directors determined by the members in accordance with subparagraph 79(1)(a)(ii), the board of directors may determine the remuneration to be paid to each director.
115( 2) Subject to the by-laws of the credit union, a director is entitled to be reimbursed for reasonable expenses incurred by the director in the performance of the director’s duties.
Duty of directors and officers
116( 1) Every director and officer of a credit union in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the credit union and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
116( 2) Every director and officer of a credit union shall comply with this Act and the regulations and the articles and the by-laws of the credit union.
116( 3) No provision in a contract, in the articles, in the by-laws or in a resolution relieves a director or an officer of a credit union from the duty to act in accordance with this Act or the regulations or relieves the director or officer from liability for a breach of this Act or the regulations.
116( 4) This section is in addition to and not a derogation from any other enactment or rule of law relating to the duty or liability of directors or officers of a credit union.
Director – good faith
117 A director is not liable under section 109 if the director relies in good faith on
afinancial statements of the credit union represented to the director by an officer or the auditor of the credit union to reflect fairly the financial position of the credit union, or
ba report of a lawyer, accountant, engineer, appraiser or any other person whose profession lends credibility to a statement made by that person.
Dissent by directors
118( 1) A director who is present at a meeting of directors is deemed to have consented to any resolution passed or action taken at the meeting, unless the director
arequests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting,
bsends a written dissent to the secretary of the meeting before the meeting is adjourned, or
csends a dissent to the credit union immediately after the meeting is adjourned.
118( 2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).
118( 3) A director who was not present at a meeting at which a resolution was passed or an action was taken is deemed to have consented to the resolution or action, unless within seven days after becoming aware of the resolution or action, the director
acauses a dissent to be placed with the minutes of the meeting, or
bsends a dissent to the credit union.
Indemnification
119( 1) A credit union may indemnify a director or officer of the credit union, a former director or officer of the credit union or a person who, at the request of the credit union, is or was a director or officer of a body corporate of which the credit union is or was a member, shareholder or creditor, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or proceeding or satisfy a judgment, reasonably incurred by the director, officer, former director or officer or person in relation to any civil, criminal or administrative action or proceeding to which the director, officer, former director or officer or person is made a party by reason of being or having been a director or an officer of the credit union or body corporate, if the director, officer, former director or officer or person
aacted honestly and in good faith with a view to the best interests of the credit union or the body corporate, as the case may be, and
bin the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing the conduct was lawful.
119( 2) With the approval of the Court, a credit union may indemnify a person referred to in subsection (1) in respect of an action by or on behalf of the Superintendent under section 263, or an action by or on behalf of the credit union or body corporate to procure a judgment in its favour, against all costs, charges and expenses reasonably incurred by the person in connection with the action if the person fulfils the conditions set out in paragraphs (1)(a) and (b).
119( 3) Despite anything in this section, a credit union shall indemnify a person referred to in subsection (1) in respect of all costs, charges and expenses reasonably incurred in connection with the defence of any civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been a director or an officer of a credit union or body corporate if the person seeking indemnity
awas substantially successful on the merits of the person’s defence of the action or proceeding, and
bfulfils the conditions set out in paragraphs (1)(a) and (b).
119( 4) A credit union may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by the person
ain the capacity of a director or officer of the credit union, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the credit union, and
bin the capacity of director or officer of another body corporate if the person acts or acted in that capacity at the credit union’s request, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the body corporate.
119( 5) A credit union, or a person referred to in subsection (1), may apply to the Court for an order approving an indemnity under this section, and the Court may so order and make any further order the Court considers appropriate.
119( 6) An applicant under subsection (5) shall give the Superintendent notice of the application at least 15 days before the date set for the hearing of the application, and the Superintendent is entitled to appear and be heard in person or by legal counsel.
119( 7) On an application under subsection (5), the Court may order notice to be given to any interested person, and that person is entitled to appear and be heard in person or by legal counsel.
PART 8
RETURNS AND FINANCIAL DISCLOSURE
Fiscal year
120 The fiscal year of a credit union ends on December 31 of each year.
Annual return
121( 1) Within four months after the end of each fiscal year, a credit union shall provide the Superintendent with an annual return, on a form provided by the Superintendent, that contains the prescribed information and that is signed and certified as true by a director or an officer of the credit union.
121( 2) The Superintendent may, at any time, require a credit union to provide additional information that the Superintendent considers necessary within the period specified by the Superintendent.
Annual financial statement
122( 1) The directors of a credit union shall place before the members at every annual meeting
afinancial statements of the credit union and any of its subsidiaries for the preceding fiscal year,
bthe report of the auditor, and
cany other information respecting the financial position of the credit union and any of its subsidiaries and the results of their operations required by this Act, the regulations, the articles or the by-laws of the credit union.
122( 2) The financial statements shall, except as otherwise provided in this Act or the regulations or as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the CPA Canada Handbook of the Chartered Professional Accountants of Canada.
122( 3) A copy of the documents placed before the members under subsection (1) shall be provided to the Superintendent within 14 days after the annual meeting.
Conditions precedent to issue financial statement
123 A credit union shall not issue, publish or circulate copies of the financial statements referred to in subsection 122(1) unless the financial statements are
aapproved by the directors and the approval is evidenced by the signatures of two or more of the directors on the statements, and
baccompanied by the report of the auditor of the credit union.
Request for documents
124 A credit union shall, on the request of a member, provide to the member a copy of the documents referred to in subsection 122(1).
Disclosure by directors and officers
125( 1) The directors of a credit union shall disclose to the members at every annual meeting
athe details of any loans made to directors, officers or employees of the credit union and to any persons in whom directors, officers or employees have a material interest if those loans do not conform to the credit union’s loan policies for members who are not directors, officers or employees,
bthe maximum aggregate amount paid to all directors as remuneration and as reimbursement for expenses incurred in the performance of their duties, and
cany other information required to be disclosed under the regulations.
125( 2) Within 14 days after the annual meeting of a credit union, the directors of a credit union shall disclose to the Superintendent any information they are required to disclose under subsection (1) to the members of the credit union.
Appointment of auditor
126( 1) At the annual meeting of a credit union, the members shall, subject to subsection (3), appoint by ordinary resolution an auditor for the credit union.
126( 2) An appointment of an auditor made under subsection (1) is not effective until approved by the Superintendent.
126( 3) A credit union shall take all necessary steps to ensure that its auditor is appointed as the auditor of each of its subsidiaries unless the Superintendent authorizes another person to act as auditor of a subsidiary.
126( 4) Subject to subsection 130(1) and to the approval of the Superintendent and despite subsection (1), the office of auditor for a credit union resulting from an amalgamation of two or more credit unions under subsection 148(1) shall be held by the person proposed for appointment to the office in the amalgamation agreement adopted under subsection 150(3) from the effective date of the amalgamation until the first annual meeting of the amalgamated credit union.
126( 5) The Superintendent, in determining whether or not to approve an appointment or whether or not to give an approval under subsection (2), shall take into account the qualifications referred to in section 128 and any other matters that the Superintendent considers relevant.
Remuneration of auditor
127( 1) Subject to subsection (2), the remuneration of an auditor of a credit union may be fixed by ordinary resolution of the members or, if not so fixed, shall be fixed by the directors.
127( 2) The remuneration of an auditor holding office under subsection 126(4) shall be as proposed in the amalgamation agreement adopted under subsection 150(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.
Qualifications of auditor
128( 1) An individual or firm of accountants is qualified to be an auditor of a credit union if
ain the case of an individual, the person is an accountant who
( i) is a member in good standing of the Chartered Professional Accountants of New Brunswick or an institute or association of accountants incorporated under an Act of the Legislature of another province,
( ii) has experience at a senior level in performing audits of a financial institution, and
( iii) is independent of the credit union, and
bin the case of a firm of accountants, the member of the firm designated by the firm to conduct the audit on behalf of the firm is qualified in accordance with paragraph (a).
128( 2) For the purposes of this section,
aindependence is a question of fact, and
ba person is not independent of a credit union if that person, any business partner of that person or any member of a firm of accountants of which that person is a member
( i) is a business partner, a director, an officer or an employee of the credit union, Atlantic Central or the Corporation, or is a business partner of any director, officer or employee of the credit union,
( ii) beneficially owns or controls, directly or indirectly, a material interest in the shares in the credit union, or
( iii) has been a liquidator, administrator, receiver or trustee in bankruptcy of the credit union within two years of the person’s proposed appointment as auditor of the credit union.
128( 3) A person is not disqualified from being an auditor of a credit union by reason only of the person’s membership in the credit union.
128( 4) An auditor shall disclose to the credit union and to the Superintendent every fact that may raise a question of the auditor’s independence under this section and shall, subject to subsection (6), resign immediately after becoming aware that the auditor is disqualified.
128( 5) Despite subsection (6), an interested person may apply to the Tribunal for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.
128( 6) An interested person may apply to the Superintendent for an order exempting an auditor from disqualification under this section and the Superintendent may, if satisfied that an exemption would not unfairly prejudice the members, make an exemption order on any terms the Superintendent considers appropriate, which order may have retroactive effect.
Removal of auditor
129( 1) The members of a credit union may by ordinary resolution at a special meeting remove from office any auditor appointed by them or any auditor holding office under subsection 126(4).
129( 2) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed, but the appointment of an auditor under this section is not effective until approved by the Superintendent.
129( 3) Notice of a meeting called for the purpose of removing an auditor from office shall be given to the Superintendent, and the Superintendent is entitled to appear and be heard in person or by legal counsel.
Cessation of office and resignation of auditor
130( 1) An auditor of a credit union ceases to hold office when the auditor
adies or resigns, or
bis removed from office in accordance with subsection 128(5) or 129(1).
130( 2) A resignation of an auditor becomes effective at the time a written resignation is sent to the credit union, or at the time specified in the resignation, whichever is later.
Vacancy
131( 1) Subject to subsection (3), the directors shall immediately fill a vacancy in the office of auditor.
131( 2) If there is not a quorum of directors, the directors then in office shall, within 21 days after a vacancy in the office of auditor occurs, call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any member.
131( 3) The by-laws of a credit union may provide that a vacancy in the office of auditor shall only be filled by vote of the members.
131( 4) An appointment of an auditor to fill a vacancy is not effective until approved by the Superintendent.
131( 5) An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor’s predecessor.
Auditor appointed by Superintendent
132( 1) If a credit union does not have an auditor, the Superintendent may appoint an auditor and fix the remuneration of the auditor.
132( 2) An auditor appointed under subsection (1) holds office until an auditor is appointed by the members and that appointment is approved by the Superintendent.
132( 3) The remuneration of an auditor appointed under subsection (1) shall be paid by the credit union.
Attendance at meetings
133( 1) The auditor of a credit union shall receive notice of every meeting of members and the audit committee and is entitled to attend a meeting of members or of the audit committee at the expense of the credit union and be heard on matters relating to the auditor’s duties.
133( 2) If a director or member of a credit union gives written notice not less than ten days before a meeting of members to the auditor or a former auditor of the credit union, the auditor or former auditor shall attend the meeting at the expense of the credit union and answer questions relating to the auditor’s or former auditor’s duties as auditor of the credit union.
133( 3) A director or member who gives a notice under subsection (2) shall send a copy of the notice to the credit union at the same time.
133( 4) No auditor or former auditor of a credit union shall fail to comply with subsection (2) without reasonable cause.
Statement of auditor
134( 1) An auditor may submit to the credit union and the Superintendent a written statement giving the reasons for the auditor’s resignation or the reasons why the auditor opposes any proposed action or resolution if the auditor
aresigns,
breceives a notice or otherwise learns of a meeting of members called for the purpose of removing the auditor from office, or
creceives a notice or otherwise learns of a meeting of directors or members at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because the auditor’s term of office has expired or is about to expire.
134( 2) The credit union shall send immediately a copy of the statement referred to in subsection (1) to every member entitled to receive notice of a meeting referred to in subsection 133(1).
134( 3) No person shall accept an appointment or consent to be appointed as an auditor of a credit union to replace an auditor who has resigned or been removed or whose term has expired or is about to expire until the person has requested and received from the auditor a written statement of the circumstances and the reasons why the auditor is to be replaced.
134( 4) Despite subsection (3), a person otherwise qualified may accept an appointment or consent to be appointed as auditor of a credit union if, within 15 days after making the request referred to in that subsection, the person does not receive a reply.
134( 5) Unless subsection (4) applies, the appointment of a person who does not make the request referred to in subsection (3) is void.
Examinations by auditor
135( 1) The auditor of a credit union shall make any examination that is in the auditor’s opinion necessary to enable the auditor to report on the financial statements referred to in subsection 122(1) and on any other financial statement required under this Act, the regulations, the articles or the by-laws of the credit union to be placed before the members of a credit union.
135( 2) The auditor’s examination referred to in subsection (1) shall, except as otherwise provided in this Act or the regulations or as otherwise specified by the Superintendent, be conducted in accordance with generally accepted auditing standards, the primary source of which is the CPA Canada Handbook of the Chartered Professional Accountants of Canada.
Right to information
136( 1) If the present or former directors, officers, committee members, employees or agents of the credit union are reasonably able to do so, the present or former directors, officers, committee members, employees or agents shall provide, on the demand of the auditor of a credit union, any of the following that, in the opinion of the auditor, are necessary to enable the auditor to make the examination and report required under subsection 135(1):
ainformation and explanations; and
baccess to records or documents of the credit union or any of its subsidiaries.
136( 2) On the demand of the auditor of a credit union, the directors of a credit union shall obtain from the present or former directors, officers, employees and agents of a subsidiary of the credit union any information or explanations that the present or former directors, officers, employees and agents of the subsidiary are reasonably able to provide and that, in the opinion of the auditor, are necessary to enable the auditor to make the examination and report required under subsection 135(1) and provide them to the auditor.
Auditor’s report
137( 1) The auditor of a credit union shall make a report in writing
aon the financial statements referred to in subsection 122(1), to the members of the credit union not fewer than ten days before the date of the annual meeting of the members, and
bon any other financial statements required under this Act, the regulations, the articles or the by-laws of the credit union to be placed before the members on or before the date that the statement is distributed.
137( 2) In a report required under subsection (1), the auditor shall state whether, in the auditor’s opinion, the financial statements referred to in the report present fairly the financial position of the credit union as at the end of the fiscal year or other period to which it relates and the results of the operation of the credit union and changes in its financial position for that fiscal year or other period and
awhether the auditor has obtained the information and explanations required,
bwhether the examination has been conducted in accordance with generally accepted auditing standards, the primary source of which is the CPA Canada Handbook of the Chartered Professional Accountants of Canada, and
cwhether reliance has been placed on the reports of other auditors.
Errors in financial statements
138( 1) A director or an officer of a credit union shall immediately notify the audit committee and the auditor on becoming aware of any error or misstatement in a financial statement on which the auditor or a former auditor has reported.
138( 2) An auditor or former auditor of a credit union who is notified or becomes aware of an error or misstatement in a financial statement on which the auditor or a former auditor has reported shall, if in the opinion of the auditor or former auditor the error or misstatement is material, notify each director.
138( 3) If under subsection (2) the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall
aprepare and issue a revised financial statement, and
binform the members of the credit union and the Superintendent.
138( 4) No director or officer of a credit union shall knowingly violate or fail to comply with subsection (1) or (3).
Duty of auditor
139( 1) It is the duty of the auditor of a credit union to report in writing to the directors of a credit union any transactions or circumstances that affect, or could affect, the well-being of the credit union and that, in the opinion of the auditor, are not satisfactory and require rectification and the auditor shall, as occasion requires, make a report to the directors when
aany change occurs in the circumstances of the credit union that might materially and adversely affect the financial position of the credit union or its ability to carry on or transact business as a going concern,
bthere has been a violation of this Act or the regulations,
cthere has been a violation of the Criminal Code (Canada),
dthe credit union has entered into a transaction that, in the opinion of the auditor, is not within the powers of the credit union, or
ethe credit union has adopted or implemented any business or financial practices and procedures that, in the opinion of the auditor, may contribute to material losses by the credit union.
139( 2) The auditor shall immediately make a report under subsection (1) on becoming aware of any circumstances described in that subsection and shall send a copy of the report to the Superintendent.
139( 3) An auditor is not required to make a report under this section unless the auditor becomes aware of the circumstances described in subsection (1) in the ordinary course of the auditor’s duties.
Additional requirements re auditor
140( 1) The Superintendent may, at any time in writing, require that the auditor of a credit union
areport to the Superintendent on the extent of the auditor’s procedures in the examination of the financial statements of the credit union,
benlarge or extend the scope of that examination or direct that any other particular procedure be performed,
cmake a particular examination relating to the adequacy of the procedures adopted by the credit union for the safety of its creditors and members, or
dmake any other examination, if the Superintendent is of the opinion that it is in the public interest to do so.
140( 2) The auditor of a credit union shall comply with requirements of the Superintendent under subsection (1) and shall submit a report to the Superintendent in relation to the requirements immediately after complying with them.
140( 3) The credit union shall pay the costs and expenses incurred in relation to the requirements of the Superintendent under subsection (1).
Access to working papers
141 On the request of the Superintendent, the auditor of a credit union shall make available to the Superintendent the working papers of the auditor used in conducting an audit or preparing a report under this Act.
Qualified privilege
142 An oral or written statement or report made under this Act by the auditor of a credit union has qualified privilege.
PART 9
FUNDAMENTAL CHANGES
Amendment of articles
143( 1) Subject to section 145, a credit union may amend its articles by special resolution of its members.
143( 2) Despite subsection (1), the articles of a credit union containing a clerical error may be amended by ordinary resolution of the directors or the members to correct the error.
143( 3) The directors of a credit union may, if authorized by the members in any resolution effecting an amendment under subsection (1), revoke the resolution before it is acted on without further approval of the members.
Articles filed with Superintendent
144 Subject to any revocation under subsection 143(3), after an amendment is adopted under section 143, articles of amendment on a form provided by the Superintendent shall be filed with the Superintendent.
Certificate of amendment
145 On receipt of articles of amendment, the Superintendent may, if satisfied that the amendment is advisable, file the articles and issue a certificate of amendment in accordance with section 273.
Effective date of amendment
146( 1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.
146( 2) No amendment to the articles of a credit union affects any cause of action, claim or liability to prosecution in favour of or against any of the following or any civil, criminal or administrative action or proceeding to which any of the following is a party:
athe credit union;
ban officer of the credit union;
ca member of a committee of the credit union; or
da director of the credit union.
Restated articles
147( 1) The credit union may at any time, and shall when directed by the Superintendent, restate the articles of incorporation as amended.
147( 2) Restated articles of incorporation on a form provided by the Superintendent shall be filed with the Superintendent.
147( 3) On receipt of restated articles of incorporation, the Superintendent shall issue a restated certificate of incorporation in accordance with section 273.
147( 4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to them.
Amalgamation
148( 1) Two or more credit unions may amalgamate and continue as one credit union.
148( 2) A credit union that is placed under supervision in accordance with Part 14 shall not amalgamate with another credit union except in accordance with that Part.
Amalgamation agreement
149 Credit unions proposing to amalgamate shall enter into an agreement with each other setting out the terms, conditions and means of effecting the amalgamation and, in particular, the agreement shall set out the following information:
athe legal name of the amalgamated credit union;
bthe proposed bond of association of the amalgamated credit union, if any;
cthe address of the registered office of the amalgamated credit union;
dthe name, residential address and principal occupation of each proposed director of the amalgamated credit union;
ethe manner in which the shares in each amalgamating credit union are to be converted into shares in the amalgamated credit union;
fthe classes and any maximum number of shares that the amalgamated credit union is authorized to issue other than membership shares, if any, and if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares;
gif the right to transfer shares in the amalgamated credit union is to be restricted, the restrictions on the right to transfer shares and the nature of the restrictions;
hif any shares in an amalgamating credit union are not to be converted into shares in the amalgamated credit union, the amount of money that the holders of those shares are to receive in addition to or instead of shares in the amalgamated credit union;
ithe proposed effective date of the amalgamation;
jsubject to subsection 128(1), the name of a person proposed for appointment as auditor for the amalgamated credit union for the purposes of subsection 126(4), 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;
kwhether any further annual meetings of any of the amalgamating credit unions are to be held before the effective date of the amalgamation;
lwhether any special meetings of the amalgamated credit union are to be held before its first annual meeting;
mif 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;
na provision authorizing the directors of each of the amalgamating credit unions to take any action reasonably necessary to perfect the amalgamation;
othe proposed by-laws of the amalgamated credit union;
pdetails of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated credit union;
qany restrictions on the business that the amalgamated credit union may carry on; and
rany other information the Superintendent may require.
Approval of amalgamation agreement
150( 1) The directors of each amalgamating credit union shall submit the amalgamation agreement for approval at a meeting of the members of the amalgamating credit unions.
150( 2) A notice of a meeting of members shall be sent in accordance with section 81 to each member of each amalgamating credit union and shall include or be accompanied by a copy or summary of the amalgamation agreement.
150( 3) An amalgamation agreement is adopted when the members of each amalgamating credit union have approved the amalgamation by a special resolution.
150( 4) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of any of the amalgamating credit unions.
Articles of amalgamation
151( 1) Subject to subsection 150(4), after an amalgamation agreement has been adopted under subsection 150(3), articles of amalgamation on a form provided by the Superintendent shall be filed with the Superintendent.
151( 2) The articles of amalgamation shall have attached to them a statutory declaration of a director or an officer of each amalgamating credit union that establishes to the satisfaction of the Superintendent that
athere are reasonable grounds for believing that
( i) each amalgamating credit union is and the amalgamated credit union will be able to pay its liabilities as they become due, and
( ii) the realizable value of the assets of the amalgamated credit union on completion of the amalgamation will not be less than the aggregate of its liabilities and its regulatory capital other than retained earnings, and
bthere are reasonable grounds for believing that
( i) no creditor or member of the amalgamating credit unions will be prejudiced by the amalgamation, or
( ii) adequate notice has been given to all known creditors of the amalgamating credit unions and no creditor objects to the amalgamation except on grounds that are frivolous or vexatious.
151( 3) The Superintendent may exempt a credit union from the requirements of paragraph (2)(a) if the amalgamation is, in the opinion of the Superintendent, not contrary to the public interest.
151( 4) For the purposes of subsection (2), adequate notice is given if
aa written notice is sent to each known creditor having a claim against the credit union in an amount that exceeds $1,000,
ba notice is published in The Royal Gazette,
ca notice is published in a newspaper having general circulation in the area in which each amalgamating credit union has its registered office, and
deach notice states that the credit union proposes to amalgamate with one or more specified credit unions in accordance with this Act and that a creditor of the credit union may object to the amalgamation within 30 days after the date of the notice.
Compulsory amalgamation
152 If a credit union that is under supervision is ordered by its supervisor to amalgamate in accordance with section 229, sections 149, 150 and 151 do not apply to the credit union.
Certificate and effect of amalgamation
153( 1) On receipt of articles of amalgamation, the Superintendent may, if satisfied that the amalgamation is advisable, file the articles and issue a certificate of amalgamation in accordance with section 273.
153( 2) On the date shown in the certificate of amalgamation,
athe amalgamation of the amalgamating credit unions and their continuance as one credit union become effective,
bthe property of each amalgamating credit union becomes the property of the amalgamated credit union,
cthe amalgamated credit union continues to be liable for the obligations of each amalgamating credit union,
dan existing cause of action or claim by or against the amalgamating credit union or any existing liability of the amalgamating credit union to prosecution is unaffected,
ea civil, criminal or administrative action or proceeding pending by or against an amalgamating credit union may be continued by or against the amalgamated credit union,
fa conviction against or ruling, order or judgment in favour of or against an amalgamating credit union may be enforced by or against the amalgamated credit union,
gthe articles of amalgamation shall be deemed to be the articles of incorporation of the amalgamated credit union and the certificate of amalgamation shall be deemed to be the certificate of incorporation of the amalgamated credit union,
hon the filing of a copy of the certificate of amalgamation, certified as a true copy by the Superintendent, in the appropriate registry office established under the Registry Act, in the appropriate land titles office established under the Land Titles Act or in any other recording office, any real property and rights or interests in the real or personal property belonging to the amalgamating credit unions are transferred to and vested in the amalgamated credit union without further act, conveyance or other deed, and
ithe members of the amalgamating credit unions become members of the amalgamated credit union and the shares held in the amalgamating credit unions become shares in the amalgamated credit union subject to the terms of the amalgamation agreement.
Declarations and payments
154 Despite sections 45 and 46 but subject to section 48, declarations or payments of patronage refunds or dividends on shares may be made if authorized in an amalgamation agreement adopted under subsection 150(3).
Extraordinary sale, lease or exchange
155( 1) A sale, lease or exchange of all or substantially all of the property of a credit union requires the approval of the members in accordance with this section.
155( 2) If a sale, lease or exchange of all or substantially all of the property of a credit union is proposed, a notice of a meeting of members shall be sent in accordance with section 81 to each member and shall include or be accompanied by a copy or summary of the proposed agreement of sale, lease or exchange.
155( 3) At the meeting held in accordance with a notice referred to in subsection (2), the members may by special resolution approve the sale, lease or exchange of all or substantially all of the property of the credit union and may fix, or authorize the directors to fix, any of the terms and conditions of the sale, lease or exchange.
155( 4) A sale, lease or exchange referred to in subsection (1) is adopted when the members have approved the sale, lease or exchange.
155( 5) If authorized by the members at the time they approved a proposed sale, lease or exchange, the directors of a credit union may, subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the members.
Approval of Superintendent
156( 1) The credit union shall, before the completion of a sale, lease or exchange referred to in section 155, obtain the approval of the Superintendent.
156( 2) An approval shall not be granted under subsection (1) unless the Superintendent has received a statutory declaration of a director or an officer of the credit union proposing to sell, lease or exchange its property that establishes to the satisfaction of the Superintendent that there are reasonable grounds for believing that
athe sale, lease or exchange of the property will not increase the risk that the credit union would require financial assistance from the Corporation or the risk of a claim against the Corporation,
bno creditor or member of the credit union will be prejudiced by the sale, lease or exchange of the property, and
cadequate notice has been given to all known creditors of the credit union and no creditor objects to the sale, lease or exchange of the property except on grounds that are frivolous or vexatious.
156( 3) For the purposes of subsection (2), adequate notice is given if
aa notice is published in The Royal Gazette,
ba notice is published in a newspaper having general circulation in the area in which the credit union has its registered office, and
ceach notice states that the credit union proposes to sell, lease or exchange all or substantially all of its property in accordance with section 155 and that a creditor of the credit union may object to the sale, lease or exchange within 30 days after the date of the notice.
Reorganization
157( 1) In this section, “reorganization” means the reorganization of a credit union in accordance with a court order made under
asection 245,
bthe Bankruptcy and Insolvency Act (Canada), approving a proposal, or
cany other Act of the Legislature that affects the rights of the credit union, its members or creditors.
157( 2) If a credit union is subject to a reorganization, its articles may be amended by an order to effect any change that might lawfully have been made by an amendment under section 143.
157( 3) If a reorganization is made, the Court may also
aauthorize the issue of debt obligations of the credit union and fix the terms of them, and
bappoint directors in place of or in addition to all or any of the directors then in office.
157( 4) After a reorganization has been made, articles of reorganization on a form provided by the Superintendent shall be filed with the Superintendent.
157( 5) On receipt of articles of reorganization, the Superintendent shall file the articles and issue a certificate of amendment in accordance with section 273.
157( 6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.
PART 10
DISSOLUTION, LIQUIDATION
AND REVIVAL
Voluntary dissolution
158( 1) A credit union that has not issued any shares may be dissolved at any time by resolution of all the directors.
158( 2) A credit union referred to in subsection (1) that has no property and no liabilities may be dissolved by special resolution of the members.
158( 3) A credit union referred to in subsection (1) that has property or liabilities or both may be dissolved by special resolution of the members if
aby the special resolution the members authorize the directors to cause the credit union to distribute any property and discharge any liabilities, and
bthe credit union has, under section 155, sold its property, distributed any residual property and discharged all of its liabilities.
158( 4) A credit union that is dissolved under this section shall prepare articles of dissolution in accordance with section 161 and that section applies in relation to the dissolution.
Voluntary liquidation and dissolution
159( 1) A credit union that has issued shares may at any time be voluntarily liquidated and dissolved as proposed by a member in accordance with section 83 or by the directors.
159( 2) Notice of any meeting of members at which voluntary liquidation and dissolution is to be proposed shall set out the terms of the liquidation and dissolution.
159( 3) A credit union referred to in subsection (1) may be liquidated and dissolved by special resolution of the members.
159( 4) A statement of intent to dissolve on a form provided by the Superintendent shall be provided to the Superintendent.
159( 5) On receipt of a statement of intent to dissolve, the Superintendent, if satisfied that the credit union will be able to discharge all of its obligations and liabilities before dissolution, shall issue a certificate of intent to dissolve in accordance with section 273.
159( 6) On the issue of a certificate of intent to dissolve, the credit union shall cease to carry on business except to the extent necessary for the liquidation, but its legal existence continues until the Superintendent issues a certificate of dissolution.
159( 7) After a certificate of intent to dissolve is issued, the credit union shall
aimmediately cause notice of the dissolution to be sent to each known creditor of the credit union,
bimmediately publish a notice in The Royal Gazette and in a newspaper having general circulation in the area in which the credit union has its registered office and take reasonable steps to give notice of the dissolution in every jurisdiction in which the credit union carries on business,
cproceed to collect its property and dispose of properties that are not to be distributed in kind to its members,
ddischarge all its obligations and liabilities and do any other act required to liquidate its business and its property, and
eafter giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations and liabilities, distribute its remaining property, either in money or in kind, in accordance with the provisions of the special resolution authorizing the dissolution.
Revocation of intent to dissolve
160( 1) At any time after the issue of a certificate of intent to dissolve and before the issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by providing the Superintendent with a statement of revocation of intent to dissolve on a form provided by the Superintendent, if the revocation is approved by special resolution of the members.
160( 2) On receipt of a statement of revocation of intent to dissolve, the Superintendent shall issue a certificate of revocation of intent to dissolve in accordance with section 273.
160( 3) On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the credit union may continue to carry on its business.
Articles of dissolution and certificate
161( 1) If a certificate of intent to dissolve has not been revoked in accordance with section 160 and the credit union has complied with subsection 159(7), the credit union shall prepare articles of dissolution.
161( 2) Articles of dissolution on a form provided by the Superintendent shall be filed with the Superintendent.
161( 3) On receipt of articles of dissolution, the Superintendent shall issue a certificate of dissolution in accordance with section 273.
161( 4) The credit union ceases to exist on the date shown in the certificate of dissolution.
Dissolution by Superintendent
162( 1) Subject to subsections (2) and (3), the Superintendent may dissolve a credit union by issuing a certificate of dissolution in accordance with section 273 if
aa credit union is in default for a period of two consecutive years in sending or providing to the Superintendent or filing with the Superintendent any notice or document required under this Act,
ba credit union is in default in paying any fee or levy required under this Act or the regulations, or
cthe Superintendent has reasonable grounds to believe that a credit union is not carrying on business.
162( 2) The Superintendent shall not dissolve a credit union under this section until the Superintendent
agives notice of the decision to dissolve the credit union to the credit union within 120 days after the decision, and
bpublishes a notice of the decision to dissolve the credit union in The Royal Gazette and in any other publications the Superintendent considers appropriate at least 30 days before the date the Superintendent may dissolve the credit union.
162( 3) If a credit union notifies the Superintendent in writing that it is not carrying on business or is not in operation, paragraph (2)(a) does not apply and the Superintendent may give a notice in compliance with paragraph (2)(b).
162( 4) Unless the credit union remedies the default, cause is shown as to why the credit union should not be dissolved or an order is made by the Court, the credit union shall be deemed to be dissolved on the date specified in the notice under paragraph (2)(b) and the Superintendent shall issue a certificate of dissolution in accordance with section 273.
Application to Court to liquidate and dissolve
163( 1) On the application of a member of a credit union or the Superintendent for an order to liquidate and dissolve a credit union, the Court may order that the credit union be placed under the supervision of a supervisor for the purposes of liquidation and dissolution if
athe Court is satisfied that
( i) any act or omission of the credit union effects a result that is oppressive or unfairly prejudicial to or unfairly disregards the interests of a depositor, shareholder, creditor, director or officer,
( ii) the business or the affairs of the credit union are or have been carried on or conducted in a manner that is oppressive or unfairly prejudicial to or unfairly disregards the interests of a depositor, shareholder, creditor, director or officer, or
( iii) the powers of the directors of the credit union are or have been exercised in a manner that is oppressive or unfairly prejudicial to or unfairly disregards the interests of a depositor, shareholder, creditor, director or officer,
bthe Court is satisfied that the credit union is
( i) not fulfilling the purpose of a credit union generally,
( ii) not carrying on business in accordance with the restrictions contained in its articles or this Act, or
( iii) not organized or operated in accordance with this Act and the regulations, or
cthe Court is satisfied that it is just and equitable that the credit union should be liquidated and dissolved.
163( 2) On an application under this section, the Court may make any order, in addition to the order under subsection (1), as the Court considers appropriate.
163( 3) On receipt of an order under this section, the Superintendent shall
apublish in The Royal Gazette notice of the order, and
bissue a certificate of dissolution in accordance with section 273 after
( i) all obligations and liabilities of the credit union are discharged and all its property distributed or disposed of, and
( ii) the supervisor has provided a final report to the Court.
Custody of records
164 The Commission shall retain custody of the records and documents of a dissolved credit union for a period of six years after the effective date of the dissolution of the credit union.
Effect of dissolution
165( 1) In this section, “member” includes the heirs and legal representatives of a member.
165( 2) Despite the dissolution of a credit union under this Act,
aa civil, criminal or administrative action or proceeding commenced by or against the credit union before its dissolution may be continued as if the credit union had not been dissolved,
ba civil, criminal or administrative action or proceeding may be brought against the credit union within two years after its dissolution as if the credit union had not been dissolved, and
cany property that would have been available to satisfy any judgment or order if the credit union had not been dissolved remains available for that purpose.
165( 3) Service of a document on a credit union after its dissolution may be effected by serving the document on a person named as a director in the most recent notice filed with the Superintendent.
165( 4) Despite the dissolution of a credit union, a member to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by the member on the distribution, and an action to enforce that liability may be brought within two years after the date of the dissolution of the credit union.
165( 5) The Court may order an action referred to in subsection (4) to be brought against the persons who were members, subject to any conditions the Court considers appropriate and, if the plaintiff establishes a claim, the Court may
aadd as a party to the proceedings each person found by the plaintiff who was a member or shareholder,
bdetermine, subject to subsection (4), the amount that each person who was a member or shareholder shall contribute towards satisfaction of the plaintiff’s claim, and
cdirect payment of the determined amounts.
Unclaimed property
166( 1) On the dissolution of a credit union, the portion of the property distributable to a creditor or member who cannot be found shall be converted into money and paid to the Corporation.
166( 2) A payment under subsection (1) is deemed to be in satisfaction of the debt to or claim of the creditor or member.
166( 3) If at any time it is established that a person is entitled to any money paid to the Corporation under this section, the Corporation shall pay an equivalent amount to that person.
166( 4) If at any time after the dissolution of a credit union, it is established that a person is entitled to receive, for registration in a land titles, registry or other recording office, a document duly executed by that credit union, the Corporation shall execute the document on behalf of the dissolved credit union.
166( 5) A document executed by the Corporation in accordance with subsection (4) shall be accepted for registration in any land titles, registry or other recording office, as the case may be, if the Corporation has placed an explanation for its actions on the document and the Corporation has otherwise complied with the requirements of that office.
166( 6) Subject to this section and subsection 165(2), property of a credit union that has not been disposed of at the date of its dissolution vests in the Corporation.
Revival of credit union
167( 1) If a credit union is dissolved under section 158, 159 or 162, an interested person may apply to the Superintendent to have the credit union revived.
167( 2) Articles of revival on a form provided by the Superintendent shall be filed with the Superintendent.
167( 3) If a credit union is dissolved on the order of the Court, any interested person may apply to the Court to have the credit union revived.
Certificate of revival and effect
168( 1) On receipt of an order of the Court to revive a credit union, the Superintendent shall issue a certificate of revival in accordance with section 273.
168( 2) On receipt of articles of revival, the Superintendent may, if the Superintendent is of the opinion that it is in the public interest to do so, issue a certificate of revival in accordance with section 273.
168( 3) A credit union is revived as a credit union under this Act on the date shown on the certificate of revival.
168( 4) Subject to any reasonable terms imposed by the Court or the Superintendent and to the rights acquired by any person after its dissolution, a revived credit union has all the claims, rights, liabilities, obligations and privileges that it would have had if it had not been dissolved.
Return of property on revival
169 If a credit union is revived under section 168, any property other than money that vested in the Corporation under section 166 and that has not been disposed of shall be returned to the credit union and there shall be paid to the credit union by the Corporation
aan amount equal to any money received by the Corporation under section 166, and
bif property other than money vested in the Corporation in accordance with section 166 and that property has been disposed of, an amount equal to the lesser of
( i) the value of the property at the date it vested in the Corporation, and
( ii) the amount realized by the Corporation from the disposition of the property.
Effect of Bankruptcy and Insolvency Act
170( 1) This Part does not apply to a credit union that is bankrupt within the meaning of the Bankruptcy and Insolvency Act (Canada).
170( 2) Any proceedings taken under this Part to dissolve or to liquidate and dissolve a credit union shall be stayed if at any time a credit union becomes subject to or takes a proceeding under the Bankruptcy and Insolvency Act (Canada).
PART 11
FEDERAL CONTINUANCE
Definition of “federal continuance”
171 In this Part, “federal continuance” means continuance as a federal credit union under the Bank Act (Canada). (prorogation fédérale)
Statement of intent to apply for federal continuance
172( 1) A credit union that satisfies the requirements of this Part may apply to the Minister of Finance of Canada for federal continuance.
172( 2) The directors of a credit union that is proposing to apply for federal continuance shall provide to the Superintendent a statement of intent to apply for federal continuance on 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.
172( 3) A notice of a meeting of members shall be sent in accordance with section 81 and shall include
athe text of the resolution approving the application for federal continuance,
ba copy of the statement of intent to apply for federal continuance,
ceither of the following documents:
( i) a statement
( A) setting out that if the credit union is continued federally, the insurance of deposits under section 201 will not continue, and
( B) setting out the details of the deposit insurance under the Canada Deposit Insurance Corporation Act (Canada), or
( ii) a notice referring to documents already sent to the members on the matters in subparagraph (i).
Authorization of application
173( 1) An application for federal continuance is not authorized until it is approved
aby the members of the credit union by special resolution, and
bby the Superintendent in writing.
173( 2) The Superintendent may approve an application for federal continuance only if
athe 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
bthe 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 existing 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.
173( 3) If the Superintendent is advised of a material change in the circumstances that supported the approval of the application for federal continuance, the Superintendent may revoke the approval at any time before the issuance of letters patent continuing the credit union as a federal credit union under the Bank Act (Canada).
173( 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
174( 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 273.
174( 2) A notice referred to in subsection (1) shall be deemed to be articles required to be filed with the Superintendent for the purposes of section 273.
174( 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 273(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.
No reimbursement of levies paid
175 A credit union that is continued as a federal credit union is not entitled to reimbursement of any levy or any portion of a levy paid under the Credit Unions Act, chapter C-32.2 of the Acts of New Brunswick, 1992, or section 193 or 197 of this Act.
PART 12
ATLANTIC CENTRAL
Carrying on business as a federation
176 No person other than Atlantic Central shall carry on business as a federation in the Province.
Membership in Atlantic Central is compulsory
177 No credit union shall carry on business in the Province unless it is a member of Atlantic Central.
Limit of liability of member credit unions
178 Subject to this Act, Atlantic Central’s member credit unions are not responsible for any act, default or liability of Atlantic Central or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with Atlantic Central.
Member credit unions bound by articles and by-laws
179 The articles and by-laws of Atlantic Central bind it and its member credit unions.
Purposes
180 The purposes of Atlantic Central are
ato receive and manage deposits made by its member credit unions for the purpose of meeting the liquidity requirements of its member credit unions,
bto receive and manage deposits made by its member credit unions in addition to those deposits referred to in paragraph (a),
cto develop and provide to its member credit unions financial services and any other services which, by their nature, can be most effectively provided by a federation, including advisory, educational and research services,
dto promote sound business and financial policies and practices, including those relating to lending activities, and assist its member credit unions in the implementation of those policies and practices,
eto promote the organization, development and welfare of credit unions in the Province,
fto encourage co-operation among co-operatives and credit unions in the Province, and
gto do any other things that may be required or authorized under this Act or the regulations.
Powers
181 Atlantic Central may do all things necessary or incidental to the attainment of its purposes, and may, in addition,
acarry 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,
bcarry out on behalf of the Superintendent any other duties and activities agreed on by it and the Superintendent, and
cassist its member credit unions in carrying out any recommendations or orders made by the Superintendent in regards to the member credit unions.
Limitation on powers
182 Atlantic Central shall not carry on any business or exercise any power if it is restricted by its articles or this Act from carrying on that business or exercising that power and shall not exercise any of its powers in a manner contrary to its articles or this Act.
Information to be provided to Superintendent
183 Atlantic Central shall provide to the Superintendent any information concerning Atlantic Central and its member credit unions that the Superintendent reasonably requires to enable the Superintendent to carry out the Superintendent’s purposes under this Act.
Levies
184 Subject to any terms and conditions specified in its by-laws, Atlantic Central 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.
Shares
185 A credit union that is a member of Atlantic Central shall purchase and hold the number of shares in Atlantic Central that Atlantic Central’s by-laws require.
Information to be provided
186( 1) In this section, “relevant authority” means
athe Superintendent of Financial Institutions appointed under the Office of the Superintendent of Financial Institutions Act (Canada), or
bthe Superintendent of Credit Unions of Nova Scotia appointed under the Credit Union Act (Nova Scotia).
186( 2) Immediately 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.
186( 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 immediately after Atlantic Central is served with or receives the order or direction.
186( 4) Immediately 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.
186( 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 provide, within the period specified by the Superintendent, an additional return containing any other information that the Superintendent may require.
186( 6) This section does not apply to any document of which the disclosure is prohibited by any other law.
PART 13
NEW BRUNSWICK CREDIT UNION
DEPOSIT INSURANCE CORPORATION
Division A
Legal Status, Purposes and Powers
Application
187 This Part applies to the New Brunswick Credit Union Deposit Insurance Corporation.
Agent of Crown
188 The Corporation is, for all purposes, an agent of the Crown in right of the Province.
Purposes of the Corporation
189 The purposes of the Corporation are
ato protect credit unions against financial losses and insolvency by establishing and maintaining a deposit protection fund in accordance with this Act,
bto provide, for the benefit of persons having deposits with a credit union, deposit insurance against loss of part or all of the deposits by making payment out of the deposit protection fund to the depositors to the extent and in the manner authorized by this Act and the regulations,
cto provide financial assistance to credit unions in accordance with this Act, and
dto do any other thing required or authorized under this Act or the regulations.
Powers and duties of the Corporation
190( 1) Subject to this Act, the Corporation has the capacity, rights, powers and privileges of a natural person.
190( 2) Without limiting the generality of subsection (1), the Corporation may do any thing necessary for or incidental to the attainment of its purposes, including:
aborrow or raise money by any means on the credit or assets of the Corporation and may pledge as security any or all of the assets of the Corporation;
benter into any agreement or arrangement with the Government of Canada, the government of a province or territory of Canada, an agency of the Government of Canada or an agency of the government of a province or territory of Canada or with any other person, relating to
( i) the prevention of insolvency of credit unions, or
( ii) financial assistance that the Superintendent considers necessary;
crequest the Minister to enter into any agreement or arrangement
( i) to guarantee a loan or other credit facility provided by a third party to the Corporation, Atlantic Central or a credit union,
( ii) to provide financial assistance to the Corporation, Atlantic Central or a credit union to secure a loan or other credit facility provided by a third party to the Corporation, Atlantic Central or a credit union, or
( iii) to provide liquidity to the Corporation, Atlantic Central or a credit union to secure a loan or other credit facility provided by a third party to the Corporation, Atlantic Central or a credit union;
dapply to the Minister for grants, loans, advances, lines of credit, financial assistance or other credit facilities or for guarantees of loans, advances, lines of credit, financial assistance or other credit facilities to assist the Corporation in carrying out its purposes;
eapply to the Minister to provide financial assistance to a credit union;
fmake or cause to be made, for the purpose of liquidating or dissolving a credit union or providing financial assistance to a credit union, any inspections, examinations and inquiries in relation to the credit union that the Corporation considers appropriate;
gprovide or make available loans, advances and other credit facilities to credit unions and take security for the loans, advances and other credit facilities;
hmake grants to credit unions;
iguarantee loans, advances and other credit facilities made or provided by third parties to credit unions and take security for the guarantees;
jguarantee loans, advances and other credit facilities made or provided by credit unions to third parties;
kinvest or cause to be invested assets in the deposit protection fund in accordance with an investment policy approved by the Commission in accordance with section 200;
lassume, in whole or in part, the liabilities, including contingent liabilities, of a credit union;
massume or acquire the liabilities or assets of a credit union on its liquidation or dissolution;
nrequest the Superintendent or the Commission to provide any services and assistance required by the Corporation to attain its purposes or to carry out duties and activities on behalf of the Corporation;
oprovide financial assistance, with the approval of the Superintendent and on any terms and conditions the Superintendent considers appropriate, to a credit union
( i) that is under supervision for the purposes of assisting the credit union in its continued operation,
( ii) for the purpose of assisting in the orderly liquidation or dissolution of the credit union,
( iii) whose regulatory capital has fallen below the amount required under this Act or the regulations for the purpose of assisting the credit union in its continued operation, or
( iv) if, in the opinion of the Superintendent, it is in the public interest to do so;
pif the Superintendent considers it necessary to liquidate or dissolve a credit union, act as the liquidator of the credit union or appoint a person to act as the liquidator of the credit union;
qassume the costs of the supervision, winding up, liquidation and dissolution of credit unions in accordance with Part 14;
rcollect and disclose information concerning a credit union to the Superintendent for the purposes of administering this Act; and
sprovide any services and assistance required by the Superintendent for the purposes of administering this Act.
By-laws
191( 1) The Corporation may make by-laws governing the administration, management and conduct of its affairs, including by-laws respecting
athe functions, duties and remuneration of the officers, agents and employees of the Corporation, if any,
bthe date, time and place for the holding of meetings of the board of directors of the Corporation or of a committee of the Corporation and the procedure at the meetings,
cthe establishment, composition, operation and dissolution of committees of the Corporation and the delegation of the powers and duties of the Corporation to the committees,
dthe determination of the corporate seal of the Corporation,
ethe definition of the word “deposit” for the purposes of deposit insurance,
fthe manner in which a credit union may represent that it is a contributor to the deposit protection fund, and
gthe authorization and control of use by credit unions and Atlantic Central of marks, signs, advertisements or other devices indicating that deposits with credit unions are insured by the Corporation.
191( 2) The board of directors of the Corporation shall make by-laws establishing the policy of the Corporation in respect of situations considered by the Corporation to constitute an actual or potential conflict of interest pertaining to members of the board of directors of the Corporation, including the circumstances that constitute an actual or potential conflict of interest, the disclosure of the actual or potential conflict of interest and the manner in which it is to be dealt with.
191( 3) A by-law made by the Corporation becomes effective on the date determined by resolution of the Corporation.
191( 4) The Regulations Act does not apply to by-laws made by the Corporation.
Division B
Deposit Protection Fund
Deposit protection fund
192( 1) The deposit insurance fund established and maintained under the Credit Unions Act, chapter C-32.2 of the Acts of New Brunswick, 1992, is continued as the deposit protection fund.
192( 2) The deposit protection fund may be used for the following purposes:
ato pay out claims of depositors in accordance with this Act on the liquidation of a credit union;
bto provide financial assistance to credit unions in accordance with this Act;
cto pay for the costs and expenses referred to in sections 213 and 280; and
dto pay for the costs and expenses to do any other thing that the Corporation considers necessary or incidental to the attainment of its purposes.
192( 3) The deposit protection fund shall be administered by the Corporation, held in the name of the Corporation and the assets in the deposit protection fund shall be invested in accordance with an investment policy that is approved by the Commission in accordance with section 200.
Annual levies
193( 1) The Commission shall determine the total amount of money to be levied annually and collected from credit unions for the purpose of maintaining the deposit protection fund.
193( 2) For the purposes of subsection (1), the amount of the levy to be paid by each credit union shall be determined in accordance with the regulations and a credit union shall, within 30 days after the receipt of a written notice of a levy imposed under subsection (1) or within a longer period the Commission may allow, pay to the Commission the amount of the levy.
193( 3) The Commission shall, within 30 days after the receipt of an amount paid to the Commission in accordance with subsection (2), remit the amount to the Corporation and the Corporation shall deposit the amount immediately into the deposit protection fund.
193( 4) A levy imposed under subsection (2) bears interest at the prescribed rate.
193( 5) A levy imposed under subsection (2) and any interest payable in relation to the levy is payable on the demand of and to the Commission and constitutes a debt due by the credit union to the Corporation and may be recovered as a debt in a court of competent jurisdiction.
193( 6) In any claim or action under this section, a certificate purporting to be signed by the Superintendent setting out the amount of a levy imposed under subsection (2) and any interest payable in relation to the levy is, without proof of the appointment, authority or signature of the person purporting to have signed the certificate, admissible in evidence and is, in the absence of evidence to the contrary, proof of the amount of the levy and any interest payable in relation to the levy set out in the certificate.
Analysis of deposit protection fund
194( 1) The Commission shall, at least annually, perform an analysis to determine if the deposit protection fund is impaired or is about to be impaired.
194( 2) If, in the opinion of the Commission it is appropriate to do so, the Commission may cause an independent expert to perform an analysis to determine if the deposit protection fund is impaired or is about to be impaired.
Notice to Commission of impairment of deposit protection fund
195 If, in the opinion of the Superintendent, the deposit protection fund is impaired, or is about to be impaired, the Superintendent shall immediately so inform the Commission by written notice.
Notice to Minister of impairment of deposit protection fund
196 If, in the opinion of the Commission, the deposit protection fund is impaired, or is about to be impaired, the Commission shall so inform the Minister by a written notice that indicates any corrective measures to be taken by the Commission.
Impairment levy
197( 1) If, in the opinion of the Commission, the deposit protection fund is impaired, or is about to be impaired, the Commission may determine the total amount of money to be levied and collected from credit unions for the purpose of maintaining the deposit protection fund.
197( 2) For the purposes of the subsection (1), the Commission shall determine the amount of the levy to be paid by each credit union, and a credit union shall, within 30 days after the receipt of a written notice of the levy or within a longer period the Commission may allow, pay to the Commission the amount of the levy.
197( 3) The Commission shall, within 30 days after the receipt of the amount paid to the Commission in accordance with subsection (2), remit the amount to the Corporation and the Corporation shall deposit the amount immediately into the deposit protection fund.
197( 4) A levy imposed under subsection (2) bears interest at the prescribed rate.
197( 5) A levy imposed under subsection (2) and any interest payable in relation to the levy is payable on the demand of and to the Commission and constitutes a debt due by the credit union to the Corporation and may be recovered as a debt in a court of competent jurisdiction.
197( 6) In any claim or action under this section, a certificate purporting to be signed by the Superintendent setting out the amount of a levy imposed under subsection (2) and any interest payable in relation to the levy is, without proof of the appointment, authority or signature of the person purporting to have signed the certificate, admissible in evidence and is, in the absence of evidence to the contrary, proof of the amount of the levy and any interest payable in relation to the levy set out in the certificate.
Issue of debentures
198( 1) The Commission may order each credit union to purchase debentures issued by the Corporation in an amount that the Commission considers appropriate,
ato maintain the deposit protection fund, or
bif, in the opinion of the Commission, the deposit protection fund is impaired or is about to be impaired.
198( 2) When determining the amount referred to in subsection (1), the Commission shall ensure that the purchase will not impair the credit union’s ability to pay its liabilities, to meet its obligations as they become due or to fulfil its contractual commitments.
198( 3) The Commission may
aset the rate of interest and other terms and conditions of a debenture, and
border the Corporation to secure payment of the debenture by a charge on the deposit protection fund.
Redemption of debentures
199( 1) The Commission may order each credit union
ato tender for redemption by the Corporation the debentures specified in the order that have been issued to the credit union by the Corporation, and
bto purchase other debentures issued by the Corporation in place of the debentures tendered for redemption.
199( 2) For the purposes of this section, a debenture issued by the Corporation is redeemable by the Corporation before maturity of the debenture.
199( 3) If the Corporation redeems debentures held by a credit union and the Commission orders that the credit union purchase other debentures, the Corporation shall issue debentures in an amount equal to all or a part of the debentures redeemed as the Commission may determine in the order, and the credit union shall purchase the debentures.
199( 4) Subsection 198(2) applies to debentures issued by the Corporation under subsection (3).
Investment policy
200( 1) In accordance with an investment policy that is approved by the Commission, the Corporation shall invest the assets in the deposit protection fund for the purposes of carrying out its activities and in doing so shall exercise the judgment and care that a person of prudence, discretion and intelligence would exercise as a trustee of the property of others.
200( 2) The Commission shall exercise the judgment and care that a person of prudence, discretion and intelligence would exercise as a trustee of the property of others when approving the Corporation’s investment policy.
Deposit insurance
201( 1) Subject to the by-laws of the Corporation, the Corporation shall insure deposits placed with a credit union to an amount determined in accordance with the regulations.
201( 2) The Corporation has an obligation to make payment in respect of any deposit insured by the Corporation if
athe members of the credit union that holds the deposit pass a resolution for the voluntary liquidation and dissolution of the credit union,
bthe credit union becomes a bankrupt under the Bankruptcy and Insolvency Act (Canada) or a liquidator is appointed for the credit union under this Act or the Winding-Up and Restructuring Act (Canada),
cthe Corporation is satisfied that the credit union will be unable to immediately make payment in full in respect of any deposits insured by deposit insurance, or
dthe supervisor, with the approval of the Superintendent, requires the credit union to be wound up under paragraph 229(1)(h).
201( 3) If the Corporation has an obligation to make a payment under subsection (2), the Corporation may pay or cause to be paid,
aas soon as practicable after the obligation arises, the amount of the deposit according to the terms of the deposit, or
bbefore maturity of the deposit, an amount equal to the principal of the deposit and the accrued and unpaid interest on the deposit on the day it is paid.
201( 4) If the credit union has a lien on a deposit under section 60, the Corporation may withhold payment of an amount equal to the amount of the lien and pay that amount to the liquidator of the credit union.
201( 5) If the credit union held a deposit as security for a loan, the Corporation may withhold payment of an amount necessary to repay the loan and pay that amount to the liquidator of the credit union.
201( 6) Payment under this section by or on behalf of the Corporation in relation to any deposit insured by deposit protection insurance discharges the Corporation from all liability in relation to that deposit.
201( 7) If the Corporation makes a payment, or causes a payment to be made, under this section in relation to any deposit with a credit union, the Corporation is subrogated to the extent of the payment made to all the rights and interests of the depositor as against that credit union.
Interest of Superintendent
202 The Superintendent shall be deemed to have an interest in the deposit protection fund as representative of all persons who may be claimants against credit unions, and the directors of the Corporation shall provide to the Superintendent any financial statements and other information in relation to the fund and the Corporation as the Superintendent may require.
Division C
Financial matters
Fiscal year
203( 1) Until December 31, 2019, the fiscal year of the Corporation commences on January 1 in each year and ends on December 31 in that year.
203( 2) For the period commencing on January 1, 2020, and ending on March 31, 2020, the fiscal year of the Corporation commences on January 1 and ends on March 31.
203( 3) On or after April 1, 2020, the fiscal year of the Corporation commences on April 1 in one year and ends on March 31 in the next year.
Annual report
204 Within six months after the end of the Corporation’s fiscal year, the Corporation shall submit to the Commission and the Minister an annual report in relation to its operations in the preceding fiscal year, containing
athe financial statements of the Corporation for that fiscal year,
bthe collective regulatory capital shortfalls of credit unions for that fiscal year,
cthe report of the auditor, and
dany other information the Commission or the Minister may require.
Audit
205 The financial statements of the Corporation shall be prepared in accordance with generally accepted accounting principles, the primary source of which is the CPA Canada Handbook of the Chartered Professional Accountants of Canada, and shall be audited at least once a year by the Auditor General.
Division D
Board of Directors
Directors
206 The business and affairs of the Corporation shall be administered by a board of directors consisting of the members of the Commission appointed under section 6 of the Financial and Consumer Services Commission Act.
Chair
207( 1) The chair of the Commission who held office immediately before the commencement of this section shall act as chair of the board of directors of the Corporation until the chair resigns or is reappointed or replaced.
207( 2) The chair shall preside at all meetings of the Corporation.
Removal from office
208( 1) If the appointment of the chair of the Commission or any other member of the Commission is revoked by the Lieutenant-Governor in Council for cause, that person shall be removed as a member of the board of directors of the Corporation.
208( 2) The appointment of the chair of the board of directors of the Corporation or any other member of the board of directors of the Corporation may be revoked by the Lieutenant-Governor in Council for cause.
208( 3) If the appointment of the chair of the board of directors of the Corporation or any other member of the board of directors of the Corporation is revoked by the Lieutenant-Governor in Council for cause, that person shall be removed as a member of the Commission.
Vacancy or temporary absence
209( 1) If a vacancy occurs on the Commission and the Lieutenant-Governor in Council appoints a person to fill the vacancy for the balance of the term of the chair or other member of the Commission replaced, that person shall fill the vacancy on the board of directors of the Corporation.
209( 2) If, in the case of the temporary absence, illness or incapacity to act of any member of the Commission, other than the chair, the Lieutenant-Governor in Council appoints a substitute for the member for the period of the temporary absence, illness or incapacity, the substitute shall act in the place of the member of the board of directors of the Corporation.
209( 3) If, in the case of the temporary absence, illness or incapacity to act of the chair of the Commission, the chair’s powers and duties are exercised by a member of the Commission designated by resolution of the Commission, that member shall also act as the chair of the board of directors of the Corporation.
209( 4) A vacancy on the board of directors of the Corporation does not impair the capacity of the board of directors of the Corporation to act so long as a quorum is maintained.
Secretary, officers
210 The directors may appoint a secretary and any other officers as they consider appropriate.
Quorum
211 A majority of the directors constitutes a quorum.
Voting
212 All directors, including the chair, shall have a vote.
Remuneration and expenses of directors
213( 1) The chair and other members of the board of directors of the Corporation are entitled to be paid the remuneration that is fixed in accordance with the by-laws of the Commission.
213( 2) The chair and other members of the board of directors of the Corporation are entitled to be paid those travelling, living and other expenses reasonably incurred by them in the performance of their duties that are fixed in accordance with the by-laws of the Commission.
Division E
General
Government loans and guarantees
214( 1) On the application of the Corporation, the Minister may, with the approval of the Lieutenant-Governor in Council and subject to any terms and conditions the Minister considers appropriate,
aguarantee a loan or other credit facility provided by a third party to the Corporation, Atlantic Central or a credit union,
bprovide financial assistance to the Corporation, Atlantic Central or a credit union to secure a loan or other credit facility provided by a third party, and
cprovide liquidity to the Corporation, Atlantic Central or a credit union to secure a loan or other credit facility provided by a third party.
214( 2) The amount of any financial assistance or liquidity provided to the Corporation, Atlantic Central or a credit union under paragraph (1)(b) or (c) shall be paid out of the Consolidated Fund.
Prohibition on advertising
215 No credit union shall represent, advertise or hold out that its deposits are insured by the Corporation otherwise than by any marks, signs, advertisements or other devices that are authorized by the by-laws of the Corporation and used in the manner and on the occasions specified by the by-laws.
PART 14
COMPLIANCE AND SUPERVISION
Inspections, examinations and inquiries by Superintendent
216( 1) The Superintendent shall make, or cause to be made, inspections and examinations in relation to the business and affairs of each credit union
aat least every 18 months or at any shorter intervals the Superintendent considers necessary, and
bat any other times the Superintendent considers necessary.
216( 2) The Superintendent may make any inquiries of a credit union that the Superintendent considers necessary to determine whether the credit union is complying with this Act and the regulations or any order made by the Superintendent or the Tribunal.
216( 3) The Superintendent shall review all information in relation to a credit union that the credit union and Atlantic Central provide the Superintendent, including any records or documents that the Superintendent considers relevant concerning any subsidiaries of the credit union.
Purposes of inspections and examinations
217 The inspections and examinations referred to in subsection 216(1) shall be made for the following purposes:
adetermining whether the credit union is complying with this Act and the regulations or any order made by the Superintendent or the Tribunal,
bdetermining whether the credit union is following sound business and financial policies and practices, including its loan policies established in relation to its lending activities, and
cassessing generally the financial condition of the credit union and, in particular, determining whether the stated value of the assets of the credit union fairly represents their realizable value.
Powers re inspections, examinations and inquiries
218( 1) The Superintendent or any other person who makes an inspection or examination under subsection 216(1) or an inquiry under subsection 216(2) in relation to a credit union that is the subject of the inspection, examination or inquiry may:
aenter the premises of the credit union during normal business hours;
bexamine and make copies of the records and documents relating to the activities of the credit union; and
crequire to be produced any information or document in relation to the business and affairs of the credit union.
218( 2) In carrying out an inspection, examination or inquiry under subsection (1), the Superintendent or person may
ause a data processing system at the premises where the records or documents are kept,
breproduce any record or document, and
cuse any copying equipment at the premises where the records or documents are kept to make copies of any record or document.
Removal of documents
219( 1) If the Superintendent or person referred to in subsection 218(1) removes records or documents to make a copy or extract of them or any part of them, the Superintendent or person shall give a receipt to the occupier of the premises for the records or documents removed and return the records or documents as soon as possible after making the copies or extracts.
219( 2) A copy or extract of any record or document related to an inspection, examination or inquiry and purporting to be certified by the Superintendent or the person referred to in subsection 218(1) is admissible in evidence in any action, proceeding or prosecution as proof, in the absence of evidence to the contrary, of the original without proof of the appointment, authority or signature of the person purporting to have certified the copy or extract.
Report re inspection or examination
220( 1) The Superintendent shall, within 30 days after an inspection or examination is made under subsection 216(1) or at any later time authorized by the Superintendent, prepare a report in relation to the inspection or examination and shall send a copy of the report to
athe directors of the credit union,
bthe auditor of the credit union, and
cAtlantic Central.
220( 2) The report referred to in subsection (1) shall, if the Superintendent directs, be presented to the members of the credit union at a meeting called for that purpose.
Response
221 The directors of the credit union shall, within 60 days after receiving the report sent to them under subsection 220(1) or at any later time authorized by the Superintendent, prepare a response to the report and shall send a copy of the response to
athe auditor of the credit union,
bAtlantic Central, and
cthe Superintendent.
Costs
222 The costs of an inspection or examination made under section 216 shall, if the Superintendent orders, be borne by the credit union in relation to which the inspection or examination was made.
Orders of Superintendent
223( 1) The Superintendent may make an order under subsection (2) if, in the opinion of the Superintendent, a credit union
ais committing an act or pursuing a course of conduct that
( i) violates or does not comply with this Act or the regulations,
( ii) constitutes an unsound business practice, or
( iii) might otherwise prejudice or adversely affect the interests of the members of the credit union,
bis violating or failing to comply with the operating standards established under Part 5, or
chas failed to file or provide a record or other document required to be filed with or provided to the Superintendent or to provide information required to be provided to the Superintendent.
223( 2) For the purposes of subsection (1), the Superintendent may order the credit union to do any of the following within the period set out in the order:
acease or refrain from committing the act or pursuing the course of conduct referred to in paragraph (1)(a); or
bperform the acts that in the opinion of the Superintendent are necessary to remedy the situation.
223( 3) If, in the opinion of the Superintendent, the making of an order under subsection (2) is not sufficient to remedy the situation giving rise to the order, the Superintendent may order the credit union to cease carrying on any business activities or exercising any powers the Superintendent considers necessary, in the manner and for the period of time the Superintendent considers necessary.
223( 4) The Superintendent shall send a copy of an order made under subsection (2) or (3), including the reasons for the order, to the credit union in respect of which the order is made, the auditor of the credit union and Atlantic Central.
223( 5) A credit union in respect of which an order is made under subsection (2) or (3) may, within 15 days after the date of the order, make a request in writing to the Superintendent that the Superintendent review the order.
223( 6) If a credit union requests, in accordance with subsection (5), a review of an order, the credit union shall, not later than 30 days after the date of the order or within any longer period the Superintendent may allow, make a written submission to the Superintendent containing the grounds for the request for review.
223( 7) After considering the credit union’s written submission under subsection (6), the Superintendent may
amake an order affirming, varying or revoking an order made under this section, or
bmake any other or additional orders the Superintendent considers appropriate.
223( 8) The Superintendent shall send a copy of an order made under subsection (7), including the reasons for the order, to the credit union in respect of which the order is made, the auditor of the credit union and Atlantic Central.
223( 9) On a review under this section, the Superintendent is not required to afford to any person an opportunity to make oral submissions.
223( 10) An order made under subsection (2) or (3) is stayed until the earliest of the following dates:
athe date on which the time for requesting a review has expired, if the credit union does not, in accordance with subsection (5), request a review of the order;
bthe date on which the time for making a written submission has expired, if the credit union has requested a review but does not, in accordance with subsection (6), make a written submission to the Superintendent; or
cthe date on which the Superintendent makes an order under subsection (7) with respect to the review.
Interim orders by Superintendent
224( 1) If the Superintendent is of the opinion that the interests of the depositors of a credit union or the public could be prejudiced or adversely affected by any delay in compliance with an order that the Superintendent proposes to make under paragraph 223(2)(a) or (b) or subsection 223(3) in respect of the credit union, the Superintendent may, instead of that order, make an interim order under that provision.
224( 2) An interim order takes effect immediately on its making and becomes permanent 15 days after its making unless within that time the credit union makes a written submission to the Superintendent in accordance with subsection (4).
224( 3) Subsections 223(1), (2), (3) and (9) apply with the necessary modifications to an interim order.
224( 4) If the Superintendent makes an interim order in respect of a credit union, the Superintendent shall send to the credit union, the auditor of the credit union and Atlantic Central a copy of the order, including the reasons for the order, and a written notice advising the credit union that the credit union may, not later than 15 days after the date of the interim order, make a written submission to the Superintendent requesting the Superintendent review the order, and the written submission shall contain the grounds for the request for review.
224( 5) If the credit union makes a written submission to the Superintendent within the time specified in the notice referred to in subsection (4), the interim order expires 15 days after the date it was made, but the Superintendent may extend the interim order until the Superintendent makes an order under subsection (6).
224( 6) After considering the credit union’s written submission, the Superintendent may, by order,
amake the interim order permanent, with or without variation, as the Superintendent considers appropriate, or
brevoke the interim order.
224( 7) The Superintendent shall send a copy of an order made under subsection (6), including the reasons for the order, to the credit union in respect of which the order is made, the auditor of the credit union and Atlantic Central.
Definition of “supervisor”
225 In sections 226 to 233, “supervisor” means
aa person appointed as supervisor by the Superintendent under section 226, and
ba person appointed as supervisor by the Court in accordance with this Act.
Supervision of a credit union
226( 1) The Superintendent may place a credit union under the supervision of a supervisor appointed by the Superintendent if, in the opinion of the Superintendent, the credit union meets any of the following conditions:
athe credit union is committing any act or pursuing any course of conduct
( i) that violates or does not comply with this Act or the regulations,
( ii) that constitutes an unsound business practice, or
( iii) that might otherwise prejudice the interests of the members of the credit union;
bthe credit union is violating or is not complying with the operating standards established under Part 5;
cthe credit union requires financial assistance from the Corporation;
dthe financial condition of the credit union is such that it might prejudice the interests of its members;
ethe credit union does not meet the regulatory capital requirements referred to in this Act and the regulations;
fthe credit union has failed to file or provide a record or other document required to be filed with or provided to the Superintendent or to provide information required to be provided to the Superintendent; or
gthe credit union has failed to comply with an order of the Superintendent or the Tribunal.
226( 2) If the Superintendent places a credit union under supervision, the Superintendent shall give notice to the credit union, the auditor of the credit union, and Atlantic Central.
Term of supervision
227 If a credit union is placed under supervision, the credit union shall remain under supervision until
athe supervisor applies in writing to the Superintendent to have the credit union released from supervision, stating reasons in support of the application, and the Superintendent approves the application,
bthe credit union 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,
cthe Superintendent, by notice to the credit union and its supervisor, releases the credit union from supervision,
dthe supervisor liquidates, dissolves or amalgamates the credit union, or
ein the case of a credit union placed under supervision by the Court, an order of the Court has been made releasing the credit union from supervision.
Report of supervisor
228( 1) A supervisor referred to in paragraph (a) of the definition “supervisor” as defined in section 225 shall, within 30 days after being appointed, submit to the Superintendent a report containing
athe nature and extent of the circumstances giving rise to the supervision of the credit union and an assessment of its financial condition,
ba statement of the proposed course of action in relation to the supervision, and
cany other information the Superintendent may require.
228( 2) A supervisor referred to in paragraph (a) of the definition “supervisor” as defined in section 225 shall, after submitting the report required under subsection (1), submit to the Superintendent, at the end of each month or at any other intervals the Superintendent may require, a report containing
aa financial statement in relation to the previous month or any other period the Superintendent may require,
ba statement of any changes proposed to the statement referred to in paragraph (1)(b), and
cany other information the Superintendent may require.
228( 3) A supervisor referred to in paragraph (a) of the definition “supervisor” as defined in section 225 shall not pursue any course of action without the approval of the Superintendent.
Powers of supervisor
229( 1) Subject to the approval of the Superintendent or an order of the Court, as the case may be, if a credit union has been placed under the supervision of a supervisor, the supervisor may
aexercise, or cause to be exercised, any powers of the credit union,
bmake, or cause to be made, inspections or examinations in relation to the business and affairs of the credit union and make inquiries of the credit union,
corder the credit union to correct any practices that, in the opinion of the supervisor, are contributing to the unsound financial condition of the credit union or are likely to contribute to the unsound conduct of its business and affairs,
dorder the credit union 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,
eorder the credit union 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,
fconduct the business and affairs of the credit union and, in its name,
( i) preserve, maintain, realize, dispose of and add to its property, and
( ii) receive its incomes and revenues,
gexclude the directors, officers, committee members, employees, agents and members of the credit union from its property and business,
hamalgamate, dissolve, wind up, liquidate or otherwise dispose of the credit union’s business, and
iexercise any other powers granted to the supervisor by order of the Court.
229( 2) If a supervisor liquidates the assets of a credit union, sections 148 and 149 of the Business Corporations Act apply with the necessary modifications to the liquidation except if they are inconsistent with this Act.
Duty of supervisor on liquidation
230 If a credit union is placed under supervision, the supervisor shall ensure that the interests of all the creditors of the credit union and of the Corporation are properly and lawfully provided for.
Application to Court for direction
231 A supervisor may apply to the Court for direction in the exercise of any of the supervisor’s powers.
Accounting to Superintendent
232 A supervisor shall, on discharge and at any other times that the Superintendent requires, fully account to the Superintendent for the supervision of the credit union.
Discharge
233 Unless the Superintendent or the Court otherwise orders within 30 days after completion of the final accounting under section 232, the supervisor is released from all claims, other than claims arising out of fraud or dishonesty, by the credit union or any member or any creditor of the credit union.
PART 15
INVESTIGATIONS
Provision of information to Superintendent
234( 1) The Superintendent may make an order under subsection (2)
afor the administration of this Act or the regulations, or
bto assist in the administration of similar legislation of another jurisdiction.
234( 2) By an order applicable generally or to one or more persons named or otherwise described in the order, the Superintendent may require a credit union to provide information or to produce records, registers, documents or things or classes of records, registers, documents or things specified or otherwise described in the order within the period or at the intervals specified in the order.
234( 3) The Superintendent may require that the authenticity, accuracy or completeness of information provided or of a record, register, document or thing or a class of records, registers, documents or things produced under an order under subsection (2) be verified by affidavit.
234( 4) The Superintendent may require that the information provided or that the records, registers, documents or things or classes of records, registers, documents or things produced under an order made under subsection (2) be delivered in electronic form, if the information or the records, registers, documents or things or classes of records, registers, documents or things are already available in that form.
Investigation order
235( 1) The Commission may, by order, appoint a person as an investigator to make any investigation that the Commission considers expedient
afor the administration of this Act or the regulations, or
bto assist in the administration of similar legislation of another jurisdiction.
235( 2) In its order, the Commission shall specify the scope of an investigation to be carried out under subsection (1).
Powers of investigator
236( 1) An investigator may, with respect to the person who is the subject of the investigation, investigate, inspect and examine
athe business or affairs of that person,
bany records, registers, documents or things or any communications connected with that person, and
cany property or assets owned, acquired or disposed of, in whole or in part, by that person or by a person acting on behalf of or as agent for that person.
236( 2) For the purposes of an investigation under this Part, an investigator may inspect and examine any record, register, document or thing, whether in possession or control of the person in respect of whom the investigation is ordered or any other person.
236( 3) An investigator making an investigation under this Part may, on production of the order appointing the investigator,
aenter the business premises of any person named in the order during normal business hours and inspect and examine any record, register, document or thing that is used in the business of that person and that relates to the order,
brequire the production of any record, register, document or thing referred to in paragraph (a) for inspection or examination, and
con giving a receipt, remove the record, register, document or thing inspected or examined under paragraph (a) or (b) for the purpose of further inspection or examination.
236( 4) Inspection or examination under this section shall be completed as soon as possible and the records, registers, documents or things shall be returned promptly to the person who produced them.
236( 5) No person shall withhold, destroy, conceal, alter or refuse to give any information or withhold, destroy, conceal, alter or refuse to produce any record, register, document or thing reasonably required under subsection (3) by an investigator.
Power to compel evidence
237( 1) An investigator making an investigation under this Part has the same power to summon and enforce the attendance of witnesses, to compel witnesses to give evidence under oath or in any other manner and to compel witnesses to produce records, registers, documents and things or classes of records, registers, documents and things as the Court has for the trial of civil actions.
237( 2) On the application of an investigator to the Court, the failure or refusal of a person to attend, to take an oath, to answer questions or to produce records, registers, documents and things or classes of records, registers, documents and things in the custody, possession or control of the person makes the person liable to be committed for contempt as if in breach of an order or judgment of the Court.
237( 3) A person giving evidence at an investigation conducted under this section may be represented by legal counsel.
237( 4) Testimony given by a person under this section shall not be admitted into evidence against that person in any prosecution other than for perjury in the giving of that testimony or the giving of evidence contradictory to that testimony.
Investigators authorized as peace officers
238 Every investigator in carrying out the investigator’s duties under this Act and the regulations is a person employed for the preservation and maintenance of the public peace and has and may exercise all the powers, authorities and immunities of a peace officer as defined in the Criminal Code (Canada).
Seized property
239( 1) On request to an investigator by a person who, at the time of a seizure, was in lawful possession of records, registers, documents or things seized under this Part, the records, registers, documents or things seized shall, at a date, time and place mutually convenient to the person who was in lawful possession of them at the time of the seizure and the investigator, be made available for consultation and copying by the person.
239( 2) If records, registers, documents or things are seized under this Part and the matter for which they were seized is concluded, the investigator shall return those records, registers, documents or things to the person who was in lawful possession of them at the time of the seizure within 60 days after the day that the matter is concluded.
239( 3) If records, registers, documents or things are seized under this Part and the person who was in lawful possession of the records, registers, documents or things at the time of the seizure alleges that they are not relevant in respect of the matter for which they were seized, that person may apply by notice of motion to the Court for the return of the records, registers, documents or things.
239( 4) On a motion under subsection (3), the Court shall order the return of any records, registers, documents or things that the Court determines are not relevant to the matter for which they were seized to the person who was in lawful possession of them at the time of the seizure.
Report of investigation
240( 1) If an investigation has been made under this Part, the investigator shall, at the request of the Commission, provide to the Commission a report of the investigation or any transcripts of evidence or any material or other things in the investigator’s possession relating to the investigation.
240( 2) A report that is provided to the Commission under this section is privileged and is inadmissible in evidence in any action or proceeding.
Prohibition against disclosure
241( 1) For the purpose of protecting the integrity of an investigation under this Part, the Commission may make an order that applies for the duration of the investigation, prohibiting a person from disclosing to any person other than the person’s lawyer the following information:
athe fact that an investigation is being conducted;
bthe name of any person examined or sought to be examined;
cthe nature or content of any questions asked;
dthe nature or content of any demands for the production of any document or other thing; or
ethe fact that any document or other thing was produced.
241( 2) An order under subsection (1) does not apply to disclosures authorized by the regulations or by the Superintendent in writing.
241( 3) An investigator making an investigation under this Part may make, or authorize the making of, any disclosure of information that may be required for the effectual conduct of the investigation.
Non-compellability
242 None of the following persons is compellable to give evidence in any court or in any proceeding of a judicial nature concerning any information that comes to the knowledge of the person in the exercise of the powers or performance of the duties of that person in relation to an investigation under this Part:
aan investigator;
ba director of the Corporation;
can officer of the Corporation;
dan employee of the Corporation;
ethe Commission;
fa member of the Commission;
gan employee of the Commission;
ha member of the Tribunal; and
ia person engaged by the Commission under section 18 of the Financial and Consumer Services Commission Act.
PART 16
REMEDIES, OFFENCES AND PENALTIES
Definitions
243 The following definitions apply in this Part.
“action” means an action under this Act. (action)
“complainant” means (plaignant)
aa member of a credit union,
ba registered owner or beneficial owner, or a former registered owner or beneficial owner, of a share of a credit union or of Atlantic Central,
ca director or an officer, or a former director or officer, of a credit union, Atlantic Central or the Corporation,
da creditor of a credit union, Atlantic Central or the Corporation,
ethe Superintendent,
fa credit union,
gAtlantic Central,
hthe Corporation, or
iany other person who, in the opinion of the Court, is a proper person to make an application under this Part.
Application to Court re derivative action
244( 1) Subject to subsection (2), a complainant may apply to the Court for leave to bring an action in the name and on behalf of a credit union, or to intervene in an action to which the credit union is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the credit union.
244( 2) A complainant referred to in subsection (1) shall give the Superintendent notice of the application at least 15 days before the date set for the hearing of the application, and the Superintendent is entitled to appear and be heard in person or by legal counsel.
244( 3) No action may be brought and no intervention in an action may be made under subsection (1) unless the Court is satisfied that
aif the directors of the credit union do not bring, diligently prosecute, defend or discontinue the action, the complainant has given reasonable notice to the directors of the credit union of the complainant’s intention to apply to the Court under subsection (1),
bthe complainant is acting in good faith, and
cit appears to be in the interest of the credit union to bring, prosecute, defend or discontinue the action.
244( 4) In an action brought or intervened in under subsection (1), the Court may make any order the Court considers appropriate, including an order
aauthorizing the complainant or any other person to control the conduct of the action,
bgiving direction for the conduct of the action,
cdirecting that an amount adjudged payable by the defendant in the action shall be paid, in whole or in part, directly to former and present members of the credit union,
drequiring the credit union to pay reasonable legal fees and disbursements incurred by the complainant in connection with the action, and
erequiring the credit union to provide to the complainant or to any other person all material or information relevant to the action, including
( i) the financial statements of the credit union,
( ii) the name and address of each member of the credit union, and
( iii) the name and address of each creditor of the credit union, including any creditor with unliquidated, future or contingent claims and any person with whom the credit union has a contract or agreement.
Application to Court by complainant
245( 1) On the application of a complainant, the Court may make an order rectifying the situation if it is satisfied, in respect of a credit union, that any of the following is oppressive or unfairly prejudicial to or unfairly disregards the interests of a complainant, or causes such a result:
aany act or omission of the credit union;
bthe manner in which the business or affairs of the credit union are or have been carried on or conducted; or
cthe manner in which powers of the directors of the credit union are or have been exercised.
245( 2) In an application made under this section, the Court may make any interim or final order the Court considers appropriate, including an order
arestraining the conduct complained of,
bplacing a credit union under supervision in accordance with Part 14,
cplacing a credit union under supervision in accordance with Part 14 for the purposes of liquidation and dissolution,
dwith respect to the affairs of a credit union, requiring the amendment of its articles or by-laws,
edirecting an issue or exchange of shares or other securities,
fappointing directors in place of or in addition to all or any of the directors then in office,
gvarying or setting aside a transaction or contract to which a credit union is a party and compensating the credit union or any other party to the transaction or contract,
hdirecting rectification of the registers or other records of a credit union in accordance with section 248,
irequiring the trial of any issue,
jcompensating a complainant or any other person, and
kdirecting the credit union to comply with this Act or the regulations.
245( 3) If an order made under this section directs an amendment of the articles of a credit union, the directors shall immediately comply with subsection 157(4) and no other amendment to the articles shall be made without the consent of the Court, until the Court otherwise orders.
245( 4) If an order made under this section directs an amendment of the by-laws of a credit union, the directors shall immediately file the amended by-laws with the Superintendent and provide a certified copy of the order to the Superintendent and no other amendment to the by-laws shall be made without the consent of the Court, until the Court otherwise orders.
Application, action or intervention stayed or dismissed
246( 1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to a credit union has been or may be approved by the members of the credit union, but evidence of approval by the members may be taken into account by the Court in making an order under this Part.
246( 2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the Court given on any term the Court considers appropriate and, if the Court determines that the interest of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the Court may order any party to the application or action to give notice to the complainant.
Costs
247( 1) A complainant is not required to give security for costs in an application made or an action brought or intervened in under this Part.
247( 2) In an application made or an action brought or intervened in under this Part, the Court may at any time order the credit union or the Corporation to pay to the complainant interim costs, including any reasonable legal fees and disbursements, but the complainant is accountable for the interim costs on final disposition of the application or action.
Application to Superintendent for rectification
248( 1) If the name of a person is alleged to be or to have been incorrectly entered or retained in, or incorrectly deleted or omitted from, the registers or other records of a credit union, the credit union, a member of the credit union or a complainant may apply to the Superintendent for an order that the registers or other records be rectified.
248( 2) On an application under subsection (1), the Superintendent may make any order the Superintendent considers appropriate, including an order
arequiring the registers or other records of the credit union to be rectified,
brestraining the credit union from calling or holding a meeting of members or declaring or paying a patronage refund or dividend on shares before rectification of the registers or other records,
cdetermining 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 other records of the credit union whether the issue arises between two or more members or alleged members, or between the credit union and any member or alleged member, and
dcompensating a party who has incurred a loss by reason of the incorrect entry, retention, deletion or omission of the party’s name from the registers or other records.
Compliance or restraining order
249 If a credit union or any director, officer, member, employee, agent, auditor or trustee of a credit union or the supervisor appointed by the Superintendent violates or fails to comply with a provision of this Act, the regulations, the articles or the by-laws of the credit union or an order of the Superintendent made under this Act, a complainant, in addition to any other remedy the complainant has, may apply to the Tribunal for an order directing the person to comply with the provision or order or for an order restraining the person from violating the provision or order and the Tribunal may make the order or any other order the Tribunal considers appropriate.
Application for direction
250 The Superintendent may apply to the Tribunal for direction in relation to any matter concerning the Superintendent’s duties and powers under this Act or the regulations and, on an application, the Tribunal may give direction and make any other order the Tribunal considers appropriate.
Appeal
251( 1) In this section and section 252, “decision”, when used in relation to the Superintendent, includes an order of the Superintendent.
251( 2) Except as otherwise provided in this Act, a person may appeal a decision of the Superintendent to the Tribunal within 30 days after the date of the decision.
251( 3) The Superintendent is a party to an appeal of a decision of the Superintendent under this section.
251( 4) An appeal from a decision of the Superintendent does not stay the operation of the decision, unless the Tribunal orders otherwise, but the Superintendent may suspend the operation of the decision until the Tribunal has rendered its decision.
251( 5) The Tribunal may, by order, confirm, vary or rescind the whole or any part of the decision under appeal or make any other decision that the Tribunal considers appropriate.
No stay of decision or order
252 An application for judicial review to the Court does not stay the operation of any decision or order made under this Act or the regulations unless the judge hearing the application orders otherwise, but the person who made the decision or order may suspend the operation of the decision or order until the judge has rendered his or her decision.
Offences generally
253( 1) A person who does any of the following commits an offence, and is liable on conviction, for each offence, if an individual, to a fine of not more than $50,000 or to imprisonment for a term of not more than one year, or to both, and if a person other than an individual, to a fine of not more than $250,000:
amakes a statement in any information or material submitted, sent, provided, produced, delivered or given to or filed with the Commission, the Superintendent, an investigator or any person acting under the authority of the Commission or the Superintendent that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
bmakes a statement in any information or material required to be submitted, sent, provided, produced, delivered, given or filed under this Act or the regulations that is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading;
cwithholds, destroys, conceals, alters or refuses to produce any information or thing reasonably required for the purposes of an administrative proceeding under this Act or the regulations;
dviolates or fails to comply with a provision of this Act that is listed in Schedule A;
eviolates or fails to comply with a decision, ruling, order, interim order or direction of the Commission, the Superintendent or the Tribunal made or given under this Act or the regulations;
fviolates or fails to comply with a written undertaking made by that person to the Commission, the Superintendent or the Tribunal under this Act or the regulations; or
gviolates or fails to comply with any provision of the regulations.
253( 2) Without limiting the availability of other defences, no person commits an offence under paragraph (1)(a) or (b) if
athe person did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made, and
bon becoming aware that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading, the person notified the Commission.
Misleading or untrue statements
254 In carrying on a regulated activity, no person shall make a statement that the person knows or reasonably ought to know is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading.
False or misleading advertisement
255( 1) No credit union shall make any false, misleading or deceptive statements in any advertisement, circular, pamphlet or similar material prepared or used in respect of a regulated activity.
255( 2) If, in the opinion of the Superintendent, a credit union has made a false, misleading or deceptive statement in any advertisement, circular, pamphlet or similar material referred to in subsection (1), the Superintendent may order the credit union to stop using that material immediately.
Interim preservation of property
256( 1) On the application of the Commission, the Tribunal may make one or more of the following orders if the Tribunal considers it expedient for the administration of this Act or the regulations or to assist in the administration of similar legislation of another jurisdiction:
aan order directing a person having on deposit or under control or for safekeeping any funds, securities or property to retain the funds, securities or property and to hold them;
ban order directing a person to refrain from withdrawing the person’s funds, securities or property from any other person having any of them on deposit or under control or for safekeeping; or
can order directing a person to hold all funds, securities or property of clients or others in the person’s possession or control in trust for any interim receiver, custodian, trustee, receiver, receiver and manager or liquidator appointed under the Business Corporations Act, the Companies Act, the Judicature Act, this Act, the Bankruptcy and Insolvency Act (Canada), the Winding-up and Restructuring Act (Canada) or any other Act of the Legislature or of Canada.
256( 2) An order under subsection (1) that names a financial institution shall apply only to the branches of the financial institution identified in the order.
256( 3) An order under subsection (1) is effective for seven days after its making, but the Commission may apply to the Court to continue the order or for any other order that the Court considers appropriate.
256( 4) An order under subsection (1) may be made ex parte but, in that event, copies of the order shall be sent immediately by any means that the Tribunal determines to all persons named in the order.
256( 5) A person in receipt of an order under subsection (1) who is in doubt as to the application of the order to any funds, securities or property or as to a claim being made to that person by any person not named in the order may apply to the Tribunal for direction or clarification.
256( 6) The Tribunal, on the application of the Commission or of a person directly affected by the order, may revoke an order under subsection (1) or permit the release of any funds, securities or property in respect of which the order was made.
256( 7) A notice of an order under subsection (1) may be registered or recorded against the lands or claims identified in the order by submitting the notice to the appropriate registry office established under the Registry Act or to the appropriate land titles office established under the Land Titles Act.
256( 8) The Tribunal may order a notice submitted under subsection (7) to be revoked or modified and, if an order is made, the Commission shall submit a copy of the revocation or modification to the appropriate registry office or land titles office.
256( 9) On submission of a notice under subsection (7) or a copy of a revocation or modification under subsection (8), the notice or the copy of the revocation or modification shall be registered or recorded in the registry office or land titles office, as the case may be, by the registrar and has the same effect as the registration or recording of a certificate of pending litigation.
Orders in the public interest
257( 1) On the application of the Commission, the Tribunal, if in its opinion it is in the public interest to do so, may make one or more of the following orders:
aan order that any exemptions contained in this Act or the regulations do not apply to a person permanently or for any period specified in the order;
ban order that a person cease conducting all or any regulated activities;
can order that a person submit to a review of the person’s practices and procedures relating to regulated activities and institute any changes directed by the Tribunal;
dif the Tribunal is satisfied that this Act or the regulations have not been complied with, an order that any document or statement described in the order
( i) be provided by a person,
( ii) not be provided to a person, or
( iii) be amended to the extent that amendment is practicable;
ean order that a person be reprimanded;
fan order that a person amend, in the manner specified in the order, any information or material of any kind described in the order that is disseminated to the public;
gan order that a person cease violating or comply with, and that the directors and officers of the person cause the person to cease violating or to comply with, this Act and the regulations;
hif a person has not complied with this Act or the regulations, an order requiring the person to disgorge to the Commission any amounts obtained as a result of the non-compliance.
257( 2) The Tribunal may impose any terms and conditions that the Tribunal considers appropriate on an order under this section.
257( 3) A person who is the subject of an order made under this section shall comply with any terms and conditions imposed on the order.
257( 4) Unless the parties and the Tribunal consent, no order shall be made under this section without a hearing.
257( 5) Despite subsection (4), if in the opinion of the Tribunal the length of time required to hold a hearing could be prejudicial to the public interest, the Tribunal, without a hearing, may make an interim order under paragraph (1)(a), (b) or (c).
257( 6) An interim order shall take effect immediately and shall expire on the 15th day after its making unless extended by the Tribunal.
257( 7) The Tribunal may extend an interim order until the hearing is concluded if a hearing is commenced within the 15-day period.
257( 8) The Commission shall immediately give written notice of an order or interim order made under this section to any person directly affected by the order or interim order.
Administrative penalty
258( 1) On the application of the Commission and after conducting a hearing, the Tribunal may order a person to pay an administrative penalty of, in the case of an individual, not more than $25,000, and in the case of a person other than an individual, not more than $100,000, if the Tribunal
adetermines that the person has violated or failed to comply with this Act or the regulations, and
bis of the opinion that it is in the public interest to make the order.
258( 2) The Tribunal may make an order under this section despite the imposition of any other penalty on the person or the making of any other order by the Tribunal, the Commission or the Superintendent related to the same matter.
Directors and officers
259 If a person other than an individual violates or has not complied with this Act or the regulations, a director or officer of the person who authorized, permitted or acquiesced in the violation or non-compliance shall be deemed also to have violated or not complied with this Act or the regulations, whether or not any proceeding has been commenced against the person under this Act or the regulations or any order has been made against the person under section 257.
Resolution of administrative proceedings
260( 1) Despite any other provision of this Act or the regulations, an administrative proceeding conducted by the Commission, the Tribunal or the Superintendent under this Act or the regulations may be disposed of by
aan agreement approved by the Commission, the Tribunal or the Superintendent, as the case may be,
ba written undertaking made by a person to the Commission, the Tribunal or the Superintendent that has been accepted by the Commission, the Tribunal or the Superintendent, as the case may be, or
ca decision of the Commission, the Tribunal or the Superintendent, as the case may be, made without a hearing or without compliance with a requirement of this Act or the regulations, if the parties have waived the hearing or compliance with the requirement.
260( 2) An agreement, written undertaking or decision made, accepted or approved under subsection (1) may be enforced in the same manner as a decision made by the Commission, the Tribunal or the Superintendent under any other provision of this Act or the regulations.
Limitation period
261 Unless otherwise provided in this Act, no proceeding under this Act or the regulations shall be commenced more than six years after the date of the occurrence of the last event on which the proceeding is based.
Prosecutions generally
262( 1) If a person is convicted of an offence under this Act or the regulations, the Court may, in addition to any punishment it may impose, order the person to comply with the provisions of this Act or the regulations for the violation of which that person has been convicted.
262( 2) No civil remedy for any act or omission is suspended or affected by reason that the act or omission is an offence under this Act or the regulations.
Action at instance of Superintendent
263( 1) Despite anything in this Part to the contrary, when an action could be brought against a person by a credit union or Atlantic Central for any loss or damage suffered by or any accounting due to the credit union or Atlantic Central by reason of the negligence of the person or the failure of the person to comply with this Act, the regulations, the articles or the by-laws of the credit union or Atlantic Central or any orders, directives or notices of the Superintendent,
aif the action has not been brought, the Superintendent may, without leave, bring and maintain the action, or
bif the action has been brought, the Superintendent may apply to the Court to be added as a plaintiff and to be given the conduct of the action.
263( 2) Any money recovered by the Superintendent under subsection (1) shall be held for the benefit of the credit union or Atlantic Central or, if a grant, loan, advance or financial assistance has been made by the Corporation, shall be held for the benefit of the Corporation.
PART 17
GENERAL
Powers of the Superintendent
264( 1) Subject to this Act, the Superintendent may
aprescribe terms, conditions, restrictions and limitations in relation to the lending activities of credit unions and the loan policies to be established by credit unions,
bissue directives in relation to sound business and financial policies and practices to be followed by credit unions, including
( i) the lending activities of credit unions and the loan policies to be established by credit unions, and
( ii) the liquidity and regulatory capital requirements of credit unions,
crequest that Atlantic Central arrange compulsory insurance programs for its member credit unions or insurance coverage on behalf of those credit unions,
denter into an agreement with Atlantic Central in which Atlantic Central is authorized to carry out any duties and activities on behalf of the Superintendent that are specified in the agreement,
eprotect credit unions against financial losses and insolvency
( i) by promoting the implementation by credit unions of sound business and financial policies and practices, including those relating to lending activities, and
( ii) by establishing and implementing loss prevention programs and other controls, and
fto do any other things that may be required or authorized under this Act or the regulations.
264( 2) When Atlantic Central carries out any duties and activities on behalf of the Superintendent in accordance with paragraph (1)(d), the Superintendent continues to be responsible for those duties and activities and shall ensure they are carried out in accordance with this Act.
264( 3) In addition to the powers set out in subsection (1), the Superintendent shall, on the request of the Corporation,
aprovide any services and assistance as may be required by the Corporation to carry out its purposes, and
bcarry out any duties and activities on behalf of the Corporation as the Corporation may direct.
Information to be provided to the Corporation
265( 1) On the request of the Corporation, the Superintendent shall provide to the Corporation any information concerning the exercise or performance of the Superintendent’s powers or duties under this Act or the regulations the Corporation reasonably requires to enable the Corporation to carry out its purposes under this Act.
265( 2) On the request of the Corporation, the Superintendent shall provide to the Corporation any information concerning a credit union or Atlantic Central that the Corporation reasonably requires to enable the Corporation to carry out its purposes under this Act.
Notice sent by credit union
266( 1) A notice or document that is required under this Act, the regulations, the articles or the by-laws of a credit union to be sent to a person entitled to receive notice from the credit union may be given in accordance with the by-laws or, in the absence of a provision in the by-laws, may be sent by mail addressed to, or may be delivered personally to the person,
aat the person’s latest address as shown in the records of the credit union, and
bin the case of a director, at the director’s latest address as shown in the records of the credit union, or in the last notice filed with the Superintendent under section 102.
266( 2) If the by-laws of a credit union provide for the giving of a notice or document by registered mail, the notice or document shall be deemed to have been received by the person to whom it was sent, on the earlier of the seventh day after mailing and the day its receipt was acknowledged in writing by the person to whom it was sent or by a person accepting it on that person’s behalf.
266( 3) If on two consecutive occasions a notice or document sent to a person in accordance with subsection (1) is returned because the person cannot be found, the credit union is not required to send any further notices or documents to the person until the credit union is informed in writing of the person’s new address.
266( 4) If the by-laws of a credit union provide for the giving of a notice by insertion of the notice in a newspaper or other publication, the notice shall be deemed to have been received at the time the publication containing the notice is distributed in the ordinary course.
266( 5) If the by-laws of a credit union provide for the giving of a notice by posting the notice in a specified place or by posting an electronic version of the notice on the internet, the notice shall be deemed to have been received at the time the notice is posted.
Notice to and service on credit union
267 A notice or document required to be sent to or served on a credit union may be sent by registered mail to the registered office of the credit union shown in the last notice filed with the Superintendent and, if so sent, shall be deemed to have been received or served on the earlier of the seventh day after mailing and the day its receipt was acknowledged in writing by the person to whom it was sent or by a person accepting it on that person’s behalf.
Waiver of notice
268 If a notice or document is required to be sent, provided or filed under this Act, the sending, providing or filing of the notice or document may be waived or the time for the sending, providing or filing of the notice or document may be waived or abridged at any time with the consent in writing of the person entitled to receive the notice or document.
Certificate of Superintendent
269( 1) A certificate purporting to be signed by the Superintendent is, without proof of the Superintendent’s appointment, authority or signature, admissible in evidence and, in the absence of evidence to the contrary, is proof of the facts stated in the certificate.
269( 2) A certificate referred to in subsection (1) shall not be received in evidence unless the party intending to produce it has given to the person against whom it is to be produced reasonable notice of the intention, together with a copy of the certificate.
269( 3) A person against whom a certificate referred to in subsection (1) is produced may, with leave of the Court, require the attendance of the person who signed the certificate for purposes of cross-examination.
Certificate of credit union
270( 1) A certificate issued on behalf of a credit union stating any fact set out in the articles, the by-laws, the minutes of the meetings of its members or directors, a committee appointed by its directors, or in a trust indenture or other contract to which the credit union is a party, may be signed by a director or an officer of the credit union.
270( 2) The following documents are, without proof of the appointment, authority or signature of the person purporting to have signed the document, admissible in evidence and, in the absence of evidence to the contrary, proof of the facts stated in the document:
aa certificate referred to in subsection (1);
ba certified extract from any register of the credit union; and
ca certified copy of minutes, or of an extract from minutes, of a meeting of the members or directors or a committee appointed by the directors of the credit union.
270( 3) An entry in a register of members of a credit union is, in the absence of evidence to the contrary, proof that the person is a member of the credit union.
270( 4) An entry in a share certificate issued by a credit union is, in the absence of evidence to the contrary, proof that the person named in the certificate is the owner of the share.
Copies
271 When a notice or document is required to be provided to or filed with the Superintendent under this Act, the Superintendent may accept a photocopy of it, including an electronic copy.
Verification and authentication
272( 1) The Superintendent may require that a document or a fact stated in a document that is required to be sent or provided to or filed with the Superintendent under this Act shall be verified in accordance with subsection (2).
272( 2) A document or fact required by the Superintendent to be verified may be verified by affidavit.
272( 3) The Superintendent may require a credit union or Atlantic Central to authenticate a document, and the authentication may be signed by the secretary, any director or authorized person or by the solicitor for the credit union or Atlantic Central.
Certificate
273( 1) In this section, “statement” means a statement of intent to dissolve referred to in section 159 or a statement of revocation of intent to dissolve referred to in section 160.
273( 2) If this Act requires that articles be filed with the Superintendent or a statement in relation to a credit union be provided to the Superintendent, unless otherwise specifically provided,
atwo copies of the articles or the statement shall be signed by a director or an officer of the credit union or, in the case of articles of incorporation, by the applicants, and
bif the articles or statement comply with this Act and are accompanied by all the required by-laws or other documents and any prescribed fees in relation to them are paid, the Superintendent shall, subject to being satisfied that it is advisable,
( i) endorse on each of the two copies of the articles or statement a certificate indicating the date on which the articles or statement become effective,
( ii) file one copy of the articles or statement endorsed in accordance with subparagraph (i),
( iii) send the remaining copy of the articles or statement, endorsed in accordance with subparagraph (i), to the credit union or its representative, and
( iv) publish in The Royal Gazette notice of the issue of the certificate and the date the articles or statement to which it relates become effective.
273( 3) The date indicated on a certificate issued under subsection (2) as the date the articles or statement becomes effective shall not be earlier than the date on which the Superintendent received the articles or statement or a Court order under which the certificate is issued.
273( 4) The Superintendent may provide to a person
aa certificate stating that a credit union or other person has or has not provided to or filed with the Superintendent a document required to be provided or filed under this Act or any former Credit Unions Act of New Brunswick, or
ba certified copy of a document in the custody and control of the Superintendent.
Alteration to notice or document
274 The Superintendent may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who filed with or provided to the Superintendent the notice or document.
Corrections
275( 1) If a certificate or order containing an error is issued by the Superintendent, the Superintendent shall issue a corrected certificate or order and may
ademand the surrender of the certificate or order containing the error, and
brequest the directors or members of the credit union
( i) to pass resolutions,
( ii) to provide to or file with the Superintendent the documents required to comply with this Act, and
( iii) to take any other steps the Superintendent may reasonably require.
275( 2) A certificate or order issued under subsection (1) has effect from the date of the certificate or order it replaces.
275( 3) If a certificate or order issued under subsection (1) materially amends the terms of the original certificate or order, the Superintendent shall publish in The Royal Gazette notice of the correction.
Examination of documents
276( 1) On payment of the prescribed fee, a member of a credit union is entitled to inspect during normal office hours the annual returns, notices, articles or by-laws of the credit union, an order of the Superintendent or any order of the Court or Tribunal filed with or provided to the Superintendent relating to the credit union.
276( 2) On payment of the prescribed fee, the Superintendent shall provide any member of the credit union with a copy or a certified copy of any document referred to in subsection (1).
Form of records or documents of Superintendent
277( 1) Any record or document required under this Act to be sent, provided to or filed with the Superintendent or to be prepared and maintained by the Superintendent shall be kept by the Superintendent in any form, provided that the record or document is capable of being reproduced in intelligible written form within a reasonable time.
277( 2) If records or documents are kept by the Superintendent otherwise than in written form,
athe Superintendent shall provide any copy required to be provided under subsection 276(2) in intelligible written form, and
ba report reproduced from those records or documents, if it is certified by the Superintendent, is admissible in evidence to the same extent as the original written records or documents would have been.
277( 3) The Superintendent is not required to produce any record or document, other than a certificate and the articles or statement received under section 273, after six years after the date the Superintendent receives the record or document.
Forms
278( 1) The Superintendent may establish forms for the purposes of any provision of this Act or the regulations.
278( 2) The Superintendent may establish the form and content of forms, including establishing whether a form is required to be signed, certified or made under oath or solemn declaration and any additional requirements respecting signatures.
278( 3) The Superintendent may, in forms, collect personal information either directly from an individual to whom the information relates, or indirectly, from any other person authorized to complete the form.
278( 4) The Regulations Act does not apply to the forms established by the Superintendent or to the requirements referred to in subsection (2).
278( 5) If there is a conflict or an inconsistency between a form established by the Superintendent and this Act or a regulation made under this Act, this Act or the regulation made under this Act prevails.
278( 6) The Superintendent may require that a form required to be filed with the Superintendent under this Act or the regulations be accompanied by other documents.
Review of Act
279( 1) A comprehensive review of the provisions and operation of this Act shall be completed by the Commission on or before October 31, 2023, and on or before October 31 of every fifth year after 2023.
279( 2) When the Commission has completed a review, it shall prepare and deliver to the Minister a report on the review.
279( 3) If the Legislature is sitting when a report is received by the Minister under subsection (2), the Minister shall lay the report without delay before the Legislative Assembly.
279( 4) If the Legislature is not sitting when a report is received by the Minister under subsection (2), the Minister shall lay the report before the Legislative Assembly within 15 days after the commencement of its next sitting.
Costs and expenses re administration of Act and regulations
280( 1) The costs and expenses incurred by the Commission in relation to the administration of this Act and the regulations, including the costs and expenses of the Tribunal, shall be paid from the deposit protection fund by the Corporation to the Commission.
280( 2) The Corporation shall pay the costs and expenses referred to in subsection (1) to the Commission, at the time and in the manner agreed to by the Commission and the Corporation.
Conflict with the Right to Information and Protection of Privacy Act
281 If a provision of this Act is inconsistent or in conflict with a provision of the Right to Information and Protection of Privacy Act, the provision of this Act prevails.
Administration
282 The Commission is responsible for the administration of this Act.
Regulations and rules
283( 1) The Lieutenant-Governor in Council may make regulations and the Commission may make rules
arequiring the payment of fees for the purposes of this Act or the regulations and prescribing the amounts of such fees, including fees in relation to:
( i) applications made under this Act,
( ii) the incorporation of a credit union under this Act,
( iii) the filing, late filing, examination or copying and certification of any document under this Act,
( iv) any action that the Superintendent is required or authorized to take under this Act or the regulations, or
( v) any service that the Superintendent is required or authorized to provide under this Act or the regulations,
bprescribing, for the purposes of the definition “credit union” a body corporate that is incorporated or continued as a credit union or a caisse populaire, as the case may be, under this Act;
cprescribing the circumstances in which a credit union may be incorporated or continued with, or carry on business under or identify itself by a legal or business name that is identical to the legal or business name of an existing or dissolved credit union;
dgoverning arrangements for the provision of one or more services in accordance with section 26;
eprescribing a type of body corporate for the purposes of sections 26 and 27;
fgoverning a group insurance plan for the purposes of paragraph 28(2)(b);
ggoverning the designation of classes of shares in a credit union;
hgoverning the rights, privileges, restrictions and conditions attaching to shares or classes of shares in a credit union;
irestricting the business, affairs and activities which may be carried on by a credit union or Atlantic Central and governing those restrictions;
jgoverning the requirements of sound business and financial policies and practices;
kgoverning the lending activities of a credit union generally, the loans that may be made by a credit union and the kinds and amounts of loans, the loan policies to be established by a credit union and any terms, conditions, restrictions or limitations in relation to those lending activities, loans or loan policies;
lgoverning the circumstances in which a member of a credit union may be permitted to make overdrafts on deposit accounts of the member and requiring or governing the establishment of policies of credit unions in relation to overdrafts;
mgoverning liquid assets to be maintained by a credit union;
ngoverning the making of investments by a credit union, including
( i) governing prohibitions, conditions, restrictions or limitations in relation to investments by a credit union, and
( ii) providing that different investments or classes of investments by a credit union are subject to different prohibitions, conditions, restrictions or limitations;
ogoverning an allowance for doubtful accounts to be maintained by a credit union;
pgoverning the requirements with respect to a capital management plan;
qgoverning the regulatory capital to be maintained by a credit union, including
( i) governing exemptions from regulatory capital requirements for certain classes of credit unions, and
( ii) authorizing the Superintendent to approve any matter in relation to classes of credit unions referred to in subparagraph (i);
rprescribing the amount that a deposit account shall contain for the purposes of section 53;
sgoverning any unclaimed property other than an amount contained in a deposit account under section 53;
tprescribing the amount payable by a credit union from an amount on deposit in the name of a deceased member for the purposes of section 57;
uprescribing the amount that may be borrowed by a credit union under section 65;
vgoverning matching under section 66;
wgoverning insurance and bonding coverage to be maintained by a credit union;
xgoverning the manner in which a member of a credit union may appeal a termination of membership;
yprescribing the circumstances in which a member may withdraw from a credit union;
zgoverning the establishment of an audit committee by a credit union and the duties and powers of an audit committee;
aaprescribing a type of contract for the purposes of the definition “material contract” in section 111;
bbgoverning information to be contained in an annual return of a credit union for the purposes of subsection 121(1);
ccgoverning financial statements and auditors’ reports for the purposes of this Act and the regulations;
ddgoverning information relating to a credit union or any of its subsidiaries to be placed before the members of the credit union for the purposes of paragraph 122(1)(c);
eerespecting information to be disclosed to the members of a credit union for the purposes of paragraph 125(1)(c);
ffrequiring or authorizing Atlantic Central to do certain things for the purposes of paragraph 180(g);
gggoverning, for the purposes of paragraph 189(b), the extent of payments and the manner in which the payments are made;
hhrequiring or authorizing the Corporation to do certain things for the purposes of paragraph 189(d);
iigoverning the making of investments by the Corporation, including
( i) governing prohibitions, conditions, restrictions or limitations in relation to investments by the Corporation, and
( ii) providing that different investments or classes of investments by the Corporation are subject to different prohibitions, conditions, restrictions or limitations;
jjprescribing the amount of deposit insurance coverage for the purposes of subsection 201(1);
kkprescribing the duties and powers of the Superintendent;
llauthorizing disclosures for the purposes of subsection 241(2);
mmgoverning a levy for the purposes of subsection 193(2), including the amount of the levy payable by each credit union and the manner to determine the allocation of levies to each credit union;
nngoverning interest for the purposes of subsection 193(4) and 197(4);
oogoverning forms for the purposes of this Act and the regulations;
ppdefining any word or expression used in this Act but not defined;
qqrespecting any other matter that may be necessary for the proper administration of this Act.
283( 2) The Lieutenant-Governor in Council may, by order, amend or repeal a rule made by the Commission.
283( 3) Subject to the approval of the Minister, the Commission, concurrently with making a rule, may make a regulation that amends or repeals any provision of a regulation made by the Lieutenant-Governor in Council under this Act or by the Commission under this subsection that in the opinion of the Commission is necessary or advisable to implement the rule effectively.
283( 4) A regulation made under subsection (3) is not effective before the rule referred to in that subsection comes into force.
283( 5) Subject to subsection (4), a regulation made under subsection (3) may be retroactive in its operation.
283( 6) A regulation or rule authorized by this section may incorporate by reference, in whole or in part, any laws, any by-laws or other regulatory instruments or any codes, standards, procedures or guidelines as they are amended from time to time before or after the making of the regulation or the rule or as they read at a fixed time and may require compliance with any law, any by-law or other regulatory instrument or any code, standard, procedure or guideline so incorporated.
283( 7) Regulations or rules may vary for or be made in respect of different persons, matters or things or different classes or categories of persons, matters or things.
283( 8) A regulation or a rule may be general or particular in its application, may be limited as to time or place or both and may exclude any place from the application of the regulation or rule.
283( 9) The Regulations Act does not apply to the rules made under this Act.
283( 10) If there is a conflict or an inconsistency between a regulation made by the Lieutenant-Governor in Council under this Act and a rule made under this Act, the regulation prevails but in all other respects a rule has the same force and effect as a regulation.
Notice and publication of rules
284( 1) As soon as the circumstances permit after a rule is made under section 283, the Commission shall
apublish the rule electronically, and
bpublish in The Royal Gazette notice of the rule in accordance with the regulations made under the Financial and Consumer Services Commission Act.
284( 2) Without delay after the Commission makes a rule, it shall make a copy of the rule available for public inspection at each of the Commission’s offices during the normal business hours of the Commission.
284( 3) When notice of a rule has been published in The Royal Gazette in accordance with paragraph (1)(b), a person affected by the rule shall be deemed to have notice of it on the date the rule is published in accordance with paragraph (1)(a).
Changes by Secretary of the Commission
285 The Secretary of the Commission may make changes respecting form, style and numbering and respecting typographical, clerical or reference errors in a rule made by the Commission without changing the substance of the rule if the changes are made before the date the rule is published in accordance with paragraph 284(1)(a).
Consolidated rules
286( 1) The Secretary of the Commission may maintain a consolidation of the rules made by the Commission.
286( 2) In maintaining a consolidation of the rules, the Secretary of the Commission may make changes respecting form and style and respecting typographical errors without changing the substance of a rule.
286( 3) The Commission may publish the consolidated rules in the frequency that it considers appropriate.
286( 4) A consolidated rule does not operate as new law but shall be interpreted as a consolidation of the law contained in the original rule and any subsequent amendments.
286( 5) In the event of an inconsistency between a consolidated rule published by the Commission and the original rule or a subsequent amendment, the original rule or amendment prevails to the extent of the inconsistency.
PART 18
TRANSITIONAL AND SAVING PROVISIONS
Credit Unions
Definition of “former Act”
287 In this Part, “former Act” means the Credit Unions Act, chapter C-32.2 of the Acts of New Brunswick, 1992. (ancienne loi)
Continuance of credit unions
288 A credit union incorporated or continued under the former Act and in existence on the commencement of this section is continued as a credit union under this Act.
Directors and officers of credit unions
289( 1) Any director or officer of a credit union continued under section 288 in office immediately before the commencement of this section continues in office until the director or officer resigns or is reappointed or replaced in accordance with this Act.
289( 2) For the purposes of subsection 96(5), time served by a director of a credit union before the commencement of this section shall count as time served as a director of the credit union.
Articles
290 The articles of a credit union continued under section 288 continue in force and the credit union may carry on its business and conduct its affairs in accordance with its articles existing on the commencement of this section.
By-laws
291( 1) Subject to subsection (2), the by-laws of a credit union continued under section 288 which were valid and of full force and effect immediately before the commencement of this section continue to be valid and of full force and effect and the credit union may carry on its business and conduct its affairs in accordance with its bylaws existing on the commencement of this section except if they are inconsistent with this Act.
291( 2) If a provision of the by-laws of a credit union referred to in subsection (1) is inconsistent with this Act, the credit union shall provide the Superintendent with amending by-laws or amended by-laws that comply with this Act on or before June 30, 2021.
291( 3) No provision of any by-law provided under subsection (2) is effective until it is approved by the Superintendent.
291( 4) On or before December 31, 2021, the Superintendent shall approve any by-law provided under subsection (2).
291( 5) Any amendment to any provision of the by-laws of a credit union referred to in subsection (1) made after the commencement of this section shall be made in accordance with this Act.
Shares
292 Any membership share, surplus share or other class of share in a credit union held by a member or a shareholder of the credit union immediately before the commencement of this section shall be deemed, for the purposes of this Act, to be a share of the class of share as it existed before the commencement of this section and the rights, privileges, restrictions and conditions attaching to the share continue.
Effect of continuance
293 On the commencement of section 288,
aa credit union continued under section 288
( i) continues as a credit union to which this Act applies,
( ii) continues to be the owner of its property, and
( iii) continues to be liable for its obligations,
bany contract, agreement or arrangement entered into by the credit union under the former Act continues to be valid and effective,
can existing cause of action or claim by or against the credit union or any existing liability of the credit union to prosecution is unaffected,
da civil, criminal or administrative action or proceeding pending by or against the credit union may be continued by or against the credit union, and
ea conviction against or ruling, order or judgment in favour of or against the credit union may be enforced by or against the credit union.
Decisions
294 Despite any inconsistency with a provision of this Act, any order, directive, decision, approval, exemption, certificate, requirement or written undertaking made or issued under the former Act with respect to a credit union continued under section 288 that was in force immediately before the commencement of this section shall be deemed to be an order, directive, decision, approval, exemption, certificate, requirement or written undertaking made or issued under this Act and continues to be valid and of full force and effect.
Supervision
295 If a credit union continued under section 288 was under supervision in accordance with the former Act immediately before the commencement of this section, the credit union shall remain under supervision in accordance with this Act until the credit union is released from supervision or the credit union is liquidated, dissolved or amalgamated in accordance with this Act.
Exemptions
296( 1) Subject to subsection (2), if the Superintendent considers it appropriate to do so, the Superintendent may, for the time and subject to any terms and conditions the Superintendent considers appropriate, exempt any or all of the credit unions continued under section 288 from the application of any provision of this Act or the regulations.
296( 2) The Superintendent shall not exempt a credit union from the application of a provision of this Act or the regulations for a period of more than one year after the commencement of this section.
Stabilization Board
Definitions
297 The following definitions apply in sections 298 to 306.
“board of directors” means the board of directors of the stabilization board. (conseil d’administration)
“stabilization board” means the Brunswick Credit Union Stabilization Board Limited continued under subsection 194(2) of the former Act. (office de stabilisation)
“stabilization fund” means the stabilization fund established and maintained by the stabilization board under the former Act. (fonds de stabilisation)
Dissolution of stabilization board
298 The body corporate known as the Brunswick Credit Union Stabilization Board Limited is dissolved.
Board of directors of the stabilization board
299( 1) All appointments of members of the board of directors of the stabilization board are revoked.
299( 2) All contracts, agreements or orders relating to the remuneration or expenses to be paid to the members of the board of directors of the stabilization board are null and void.
299( 3) Despite the provisions of any contract, agreement or order, no remuneration or expenses shall be paid to a member of the board of directors of the stabilization board.
By-laws revoked
300 By-laws made by the stabilization board are revoked.
Agreements re transfer of assets of stabilization board
301( 1) At any time before the commencement of this section, the supervisor appointed by the Superintendent under the former Act to supervise the stabilization board may enter into one or more agreements to grant, assign, transfer or convey all or substantially all of the assets of the stabilization board, including the stabilization fund.
301( 2) Any agreement referred to in subsection (1) shall be deemed to have been validly entered into and is confirmed and ratified.
301( 3) Any act or thing done to carry out the terms of an agreement referred to in subsection (1) by the supervisor before the commencement of this section shall be deemed to have been validly done and is confirmed and ratified.
Transfers of debts and other liabilities to the Corporation
302( 1) On the commencement of this section, all debts and other liabilities of the stabilization board incurred before the commencement of this Act under the former Act that are in existence immediately before the commencement of this Act are transferred to and vested in the Corporation.
302( 2) On the commencement of this section, in any document dealing with any debts or other liabilities transferred to and vested in the Corporation under subsection (1), it is sufficient to cite this Act as effecting the transfer to and vesting in the Corporation of the debt or other liability.
Legal proceedings
303( 1) On the commencement of this section,
asubject to paragraph (b), an existing cause of action or claim by or against the stabilization board is unaffected,
ba civil, criminal or administrative action or proceeding pending by or against the stabilization board may be continued by or against the Corporation, and
ca conviction against or ruling, order or judgment in favour of or against the stabilization board may be enforced by or against the Corporation.
303( 2) On the commencement of this section, the Corporation may bring or maintain in its name any civil, criminal or administrative action or proceeding, or exercise any power, right or remedy that the stabilization board was, could have been or could have become entitled to bring, maintain or exercise on or before the commencement of this section.
Obligations transferred to the Commission
304 Despite subsection 302(1), on the commencement of this section, the Commission shall be responsible for doing the following in respect of the stabilization board:
apreparing its last audited financial statements;
bpreparing its last income tax return;
cobtaining the clearance certificate from the Canada Revenue Agency; and
dcarrying out any other activity required to dissolve the stabilization board.
Interim orders by stabilization board
305 If the stabilization board makes an interim order in respect of a credit union continued under section 288 immediately before the commencement of this section, the credit union may, within 15 days after the date 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, and the request shall be dealt with and completed in accordance with the former Act.
Immunity
306 No action, application or other proceeding lies or shall be instituted against the supervisor appointed by the Superintendent under the former Act to supervise the stabilization board, the Superintendent, the Minister, the Commission, the Corporation or the Crown in right of the Province as a result of
athe dissolution of the stabilization board, or
bthe revocation of the appointment of the members of the board of directors of the stabilization board, or
cthe transfer of assets, debts and other liabilities of the stabilization board.
New Brunswick Credit Union Deposit Insurance Corporation
Continuation of the Corporation
307 The New Brunswick Credit Union Deposit Insurance Corporation established under the former Act is continued as a body corporate under the name the New Brunswick Credit Union Deposit Insurance Corporation.
Effect of continuance
308 On the commencement of section 307,
athe Corporation continues to be
( i) subject to this Act,
( ii) the owner of its property, and
( iii) liable for its obligations,
bany contract, agreement or arrangement entered into by the Corporation under the former Act continues to be valid and effective,
can existing cause of action or claim by or against the Corporation or any existing liability of the Corporation to prosecution is unaffected,
da civil, criminal or administrative action or proceeding pending by or against the Corporation may be continued by or against the Corporation, and
ea conviction against or ruling, order or judgment in favour of or against the Corporation may be enforced by or against the Corporation.
By-laws of the Corporation
309 By-laws made by the Corporation under the former Act that were valid and of full force and effect immediately before the commencement of this section continue to be valid and of full force and effect until they are replaced by by-laws made under section 191 of this Act or section 57.1 of the Financial and Consumer Services Commission Act, chapter 30 of the Acts of New Brunswick, 2013.
Revocation of appointments of directors of the Corporation
310( 1) All appointments to the board of directors of the Corporation are revoked.
310( 2) All contracts, agreements or orders relating to the remuneration or expenses to be paid to the board of directors of the Corporation are null and void.
310( 3) Despite the provisions of any contract, agreement or order, no remuneration or expenses shall be paid to the board of directors of the Corporation.
310( 4) No action, application or other proceeding lies or shall be instituted against the Corporation, the Minister, the Commission or the Crown in right of the Province as a result of the revocation of the appointments to the board of directors of the Corporation.
Transitional assessments
311( 1) The Commission shall determine the total amount of the costs and expenses in relation to the administration of the former Act and the regulations under the former Act for the period beginning on April 1, 2019, and ending on the day before the commencement of this section, and the amount determined by the Commission is final and conclusive for all purposes.
311( 2) The amount of the assessment with respect to each credit union shall be determined as follows:
where
A is the amount of the assessment with respect to the credit union;
B is the costs and expenses in relation to the administration of the former Act and the regulations under the former Act, including the costs and expenses related to the Tribunal, as determined by the Commission for the period beginning on April 1, 2019, and ending on the day before the commencement of this section;
C is the value of the total assets of the credit union as of December 31, 2018; and
D is the value of the total assets of all credit unions as of December 31, 2018.
311( 3) The Commission may estimate the costs and expenses referred to in variable B before the commencement of this section.
311( 4) For the purposes of subsection (2),
athe value of the total assets of a credit union shall be the value reported to the Superintendent by the credit union, and
bthe value of the total assets of all credit unions shall be the total of all values reported to the Superintendent by all the credit unions under paragraph (a).
311( 5) For the purposes of subsection (2), if, between December 31, 2018, and the date of the commencement of this section,
atwo or more credit unions amalgamate and continue as one credit union, the value of the total assets of each of the amalgamating credit unions as of December 31, 2018, shall be attributed to the amalgamated credit union;
ba credit union makes a sale, lease or exchange of all or substantially all of its property in accordance with section 139 of the former Act to or with another credit union, the value of the total assets of the credit union making the sale, lease or exchange, as of December 31, 2018, shall be attributed to the credit union to or with whom the sale, lease or exchange was made if the Superintendent determines that the assets of the credit union making the sale, lease or exchange are insufficient, because of the sale, lease or exchange, to pay the amount of the assessment that would otherwise have been made against it; and
ca credit union is in the process of liquidation or is dissolved, the value of the total assets of the credit union shall be nil unless the value of its total assets is attributed to another credit union under paragraph (b).
311( 6) The Commission shall assess the amount determined under subsection (2) against each credit union as soon as practicable after the commencement of this section.
311( 7) A credit union shall pay the amount determined under subsection (2) within 30 days after the date of the commencement of this section.
311( 8) An assessment made under subsection (2) that is not paid in full within 60 days after the date of the commencement of this section shall bear interest, at the rate charged by the Province for the late payment of accounts receivable, calculated on the balance that remains unpaid
aon the sixtieth day after the commencement of this section, for the preceding 30 days, and
bevery thirtieth day after that date.
311( 9) An assessment made under subsection (2), including any related interest,
ais binding on each credit union against which it is made and is final and conclusive,
bis payable on the demand of and to the Commission, and
cconstitutes a debt payable to the Commission and may be recovered as a debt in a court of competent jurisdiction.
311( 10) A certificate purporting to be signed by an employee or officer of the Commission setting out the amount of an assessment and any related interest is, without proof of the appointment, authority or signature of the person purporting to have signed the certificate, admissible in evidence and is, in the absence of evidence to the contrary, proof of the facts stated in the certificate.
PART 19
CONSEQUENTIAL AMENDMENTS, REPEAL AND COMMENCEMENT
Regulation under the Business Corporations Act
312 Section 11 of New Brunswick Regulation 81-147 under the Business Corporations Act is amended
ain subparagraph (1)(a)(vi) by striking out “Registrar” and substituting “Superintendent”;
bin subparagraph (2)(vii) by striking out “Registrar” and substituting “Superintendent”.
Financial and Consumer Services Commission Act
313 The Financial and Consumer Services Commission Act, chapter 30 of the Acts of New Brunswick, 2013, is amended
ain paragraph 21(6)(c) by striking out “paragraph 249.21(1)(h)” and substituting “paragraph 257(1)(h)”;
bin subsection 50(1) by adding after paragraph (d) the following:
d.1the chair or a former chair of the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation;
d.2any other member or former member of the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation;
d.3an employee or former employee of the New Brunswick Credit Union Deposit Insurance Corporation;
cin section 51
( i) by repealing subsection (1) and substituting the following:
51( 1) Except in relation to an action by or on behalf of the Commission, in which case the approval of the Court of Queen’s Bench must first be obtained, the Commission may indemnify the chair or a former chair of the Commission, the Tribunal or the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation, a member or former member of the Commission, the Tribunal or the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation or an employee or former employee of the Commission or the New Brunswick Credit Union Deposit Insurance Corporation, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in relation to a civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been the chair of the Commission, the Tribunal or the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation, a member of the Commission, the Tribunal or the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation or an employee of the Commission or the New Brunswick Credit Union Deposit Insurance Corporation, if he or she
aacted honestly and in good faith with a view to the best interests of the Commission, the Tribunal or the New Brunswick Credit Union Deposit Insurance Corporation, as the case may be, and
bin the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful.
( ii) in subsection (2) in the portion preceding paragraph (a) by striking out “the chair of the Commission or Tribunal, a member of the Commission or Tribunal or an employee of the Commission” and substituting “the chair of the Commission, the Tribunal or the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation, a member of the Commission, the Tribunal or the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation or an employee of the Commission or the New Brunswick Credit Union Deposit Insurance Corporation”;
( iii) in subsection (3) by striking out “as the chair of the Commission or Tribunal, as a member of the Commission or Tribunal or as an employee of the Commission” and substituting “as the chair of the Commission, the Tribunal or the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation, as a member of the Commission, the Tribunal or the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation or as an employee of the Commission or the New Brunswick Credit Union Deposit Insurance Corporation”;
din subsection 58(3) by striking out “members of the Commission or the Tribunal” and substituting “members of the Commission, the Tribunal or the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation”;
eby adding after section 58 the following:
Remuneration and expenses of New Brunswick Credit Union Deposit Insurance Corporation
58.1( 1) The chair and other members of the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation are entitled to be paid the remuneration fixed in accordance with the by-laws of the Commission.
58.1( 2) The chair and other members of the board of directors of the New Brunswick Credit Union Deposit Insurance Corporation are entitled to be paid those travelling, living and other expenses reasonably incurred by them in the performance of their duties that are fixed in accordance with the by-laws of the Commission.
58.1( 3) A by-law referred to in subsection (1) is effective only if it has been approved by the Minister.
fin subsection 59(1)
( i) by repealing paragraph (e);
( ii) by repealing paragraph (f).
Regulation under the Limited Partnership Act
314 Subparagraph 3(a)(vi) of New Brunswick Regulation 84-196 under the Limited Partnership Act is amended by striking out “Registrar” and substituting “Superintendent”.
Regulation under the Partnerships and Business Names Registration Act
315 Subparagraph 2(a)(vi) of New Brunswick Regulation 81-35 under the Partnerships and Business Names Registration Act is amended by striking out “Registrar” and substituting “Superintendent”.
Right to Information and Protection of Privacy Act
316 Paragraph 30(1)(f) of the Right to Information and Protection of Privacy Act, chapter R-10.6 of the Acts of New Brunswick, 2009, is amended by striking out “under the control of the New Brunswick Credit Union Deposit Insurance Corporation” and substituting “under the control, as the case may be, of the Financial and Consumer Services Commission or the New Brunswick Credit Union Deposit Insurance Corporation”.
Repeal of the Credit Unions Act
317( 1) The Credit Unions Act, chapter C-32.2 of the Acts of New Brunswick, 1992, is repealed.
317( 2) Despite subsection (1), if a credit union is being amalgamated, dissolved, liquidated and dissolved or is winding up in accordance with the repealed Act, that Act continues to apply to that credit union for those purposes.
317( 3) Despite subsection (1), if a credit union is selling, leasing or exchanging all or substantially all of the property of the credit union in accordance with the repealed Act, that Act continues to apply to that credit union for those purposes.
317( 4) Despite subsection (1), if the members of a credit union request in accordance with the repealed Act that the directors call a special meeting of members, that Act continues to apply to that credit union for those purposes.
Repeal of regulations under the Credit Unions Act
318( 1) New Brunswick Regulation 94-5 under the Credit Unions Act, chapter C-32.2 of the Acts of New Brunswick, 1992, is repealed.
318( 2) New Brunswick Regulation 2001-53 under the Credit Unions Act, chapter C-32.2 of the Acts of New Brunswick, 1992, is repealed.
Commencement
319 This Act or any provision of it comes into force on a day or days to be fixed by proclamation.
SCHEDULE A
Number of provision
7 |
19(1) |
26(4) |
27(7) |
28(1) |
29 |
30(2) |
36(2) |
37(4) |
38(2) |
44(1) |
44(2) |
48 |
58(3) |
61(1) |
61(2) |
61(3) |
62 |
64(1) |
64(2) |
65 |
110 |
113(1) |
116(1) |
116(2) |
123 |
125(1) |
128(4) |
133(4) |
138(4) |
176 |
177 |
215 |
236(5) |
254 |
255(1) |
257(3) |