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S.M. 1996, c. 35
THE WINNIPEG COMMODITY EXCHANGE ACT
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(Assented to November 19, 1996)
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
1 In this Act,
"associate", "commission", "security" and "senior officer" have the same meaning as in The Securities Act; (« liens », « Commission », « dirigeant supérieur » et « valeur mobilière »)
"board of directors" means the board of directors of the Corporation; (« conseil d'administration »)
"by-laws" means by-laws of the Corporation; (« règlements administratifs »)
"commodity" and "commodity futures contract" have the same meaning as in The Commodity Futures Act; (« marchandise » et « contrat à terme »)
"Corporation" means the body corporate created by this Act; (« Corporation »)
"exchange" means the exchange operated by the Corporation; (« Bourse »)
"insider", in relation to a member, means
(a) a director or senior officer of
(i) the member,
(ii) a subsidiary of the member, or
(iii) a company that controls the member, and
(b) a person who beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the member, other than securities held by the person as underwriter in the course of a distribution to the public, carrying in total more than 10% of the voting rights attached to all voting securities of the member for the time being outstanding; (« initié »)
"member" means a member of the Corporation; (« membre »)
"person" includes a partnership; (« personne »)
"public director" means a member of the board of directors elected under subsection 8(2); (« administrateur public »)
"The Winnipeg Commodity Exchange" means the non-profit, self regulatory, voluntary association existing before the coming into force of this Act and known as The Winnipeg Commodity Exchange. (« Bourse des marchandises de Winnipeg »)
2 There is hereby established a corporation without share capital under the name "Winnipeg Commodity Exchange" in English and "Bourse des marchandises de Winnipeg" in French.
3 The head office of the Corporation shall be situated in the City of Winnipeg.
4(1) The objects of the Corporation are to advance domestic and foreign trade and finance and to operate a cash, derivatives, futures and options market including without limitation, an exchange for trading in commodities, options on commodities, commodity futures contracts, options on commodity futures contracts and derivatives by the members of the Corporation and other persons authorized under subsection (2).
4(2) The board of directors may authorize persons other than members to trade on the exchange, subject to such terms and conditions as are imposed by the board.
4(3) The Corporation shall operate the exchange in a manner that does not contravene the requirements of The Commodity Futures Act or The Securities Act, the regulations under those Acts, any decision, order or rule of the commission made under either of those Acts or those regulations, any applicable Act of the Parliament of Canada or the regulations under such and Act and any decision of a commission or tribunal made under any such Act or regulations, and the Corporation may impose any additional or higher requirement within its jurisdiction.
5 The activities of the Corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the Corporation shall be used in promoting its objects.
6(1) The membership of the Corporation shall consist of the persons who are admitted to membership under subsection (2) or in accordance with the by-laws, and the Corporation may terminate the membership of any person in accordance with the by-laws.
6(2) Within one month after the coming into force of this Act,
(a) the Corporation shall,
(i) issue memberships in the Corporation to the persons who, immediately before the coming into force of the Act, were members of The Winnipeg Commodity Exchange, and
(ii) undertake the activities and assume all the obligations of The Winnipeg Commodity Exchange; and
(b) the persons referred to subclause (a)(i) shall cause all the assets of The Winnipeg Commodity Exchange to be transferred to the Corporation.
6(3) The liability of a member for the Corporation's debts is limited to the unpaid balance of the member's annual membership dues.
7(1) The affairs of the Corporation shall be managed by a board of directors, who may be referred to as governors, consisting of
(a) a president;
(b) such number of public directors, not exceeding five, as the by-laws provide; and
(c) such number of other directors, not exceeding 15, as the by-laws provide.
7(2) Despite any vacancy in the board of directors, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office.
7(3) Six or any greater number of directors specified in the by-laws constitute a quorum at any meeting of the board of directors.
8(1) The directors, except the president and the public directors, shall be elected by the members annually in accordance with the by-laws.
8(2) The public directors shall be elected for two-year terms by the board of directors at the first meeting of the board following the first annual meeting of the Corporation, and thereafter at the first meeting of the board following every second annual meeting of the Corporation, to hold office until the second annual meeting of the Corporation following their election, and any vacancy occurring in the office of the public directors may be filled by the election of another person for the remainder of the term by the directors then in office.
8(3) A person is not eligible to be a public director if the person is
(a) a member of the Corporation; or
(b) an associate or insider of a member of the Corporation.
8(4) No person shall be elected as a public director unless the person's nomination for election is approved by the commission on the recommendation of a nominating committee constituted in accordance with the by-laws and chaired by the president of the Corporation.
8(5) Despite subsections (1) to (4) and 7(1), the directors of The Winnipeg Commodity Exchange in office immediately before the coming into force of this Act shall be the first directors of the Corporation and shall hold office until the board of directors is reconstituted in accordance with this Act.
9(1) The chair and every vice-chair of the board of directors shall be elected by the board of directors.
9(2) The president of the Corporation shall be appointed by the board of directors.
9(3) A person is not eligible to be the president of the Corporation if the person is
(a) a member of the Corporation; or
(b) an associate or insider of a member of the Corporation.
9(4) The president of the Corporation may be removed from office by the board of directors upon a vote of 2/3 of the directors then in office.
9(5) Every officer of the Corporation, except the chair and any vice-chair of the board of directors and the president, shall be appointed by the president.
9(6) No officer of the Corporation, except the chair and any vice-chair of the board of directors, shall be a member of the Corporation and no officer of the Corporation, except the chair and any vice-chair of the board of directors and the president, shall be a director of the Corporation.
10 The president of the Corporation shall be its chief executive officer.
11(1) For the purposes of the objects of the Corporation, the board of directors has the power to govern and regulate
(a) the exchange;
(b) the partnership and corporate arrangements of the members and other persons authorized to trade on the exchange, including requirements as to financial condition; and
(c) the business conduct of members and other persons authorized to trade on the exchange and of their directors, officers, employees and agents and other persons associated with them in the conduct of business, but only respect of their business conduct while employed or associated with a member;
and, in the exercise of that power and in addition to its power to pass by-laws under Part XXII of The Corporations Act, the board of directors may pass such by-laws and make such rules and issue such orders and directions pursuant to such by-laws as it considers necessary for the purpose, including the imposition of penalties, costs and forfeitures for the breach of any such by-law, rule, direction or order.
11(2) If the board of directors passes a by-law that provides for the making of an order restricting or suspending the privileges of any person of a class referred to in the by-law before a hearing of the matter is held, the by-law shall provide that any such restriction or suspension shall be imposed only where the board of directors considers it necessary for the protection of the public interest and that the restriction or suspension shall expire within 15 days after the date on which the order was made unless a hearing is held within that period of time to confirm or set aside the order.
11(3) Where a person has breached or is alleged to have breached, at a time when the person was a person referred to in clause (1)(c),
(a) a by-law, rule, direction or order of the exchange; or
(b) a rule or regulation of the commission enforced or administered by the exchange;
the board of directors has the jurisdiction to conduct any proceeding and impose and enforce any penalties, costs or forfeiture in respect of the breach or alleged breach to the same extent that it could if the person were still a person referred to in that clause.
11(4) The board of directors may pass by-laws delegating to one or more persons or committees the power of the board of directors
(a) to consider, hold hearings and make determinations regarding applications for any acceptance, approval, registration or authorization and to impose terms and conditions on any such acceptance, approval, registration or authorization;
(b) to investigate and examine at any time the business conduct of a person at any time or times that the person was a person referred to in clause (1)(c); and
(c) to hold hearings, make determinations and impose discipline on persons referred to in clause (b) in matters related to business conduct;
subject to any limitations, restrictions, conditions and requirements set out in the by-laws.
12 A meeting of the board of directors or of any committee established by the board may be held by means of telephone, electronic or other communication facilities if
(a) the telephone, electronic or other communications facilities permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously; and
(b) all of the directors or committee members, as the case may be, participating in the meeting consent;
and a person participating in such a meeting by such means is deemed to be present at the meeting.
13 The Corporations Act applies to the Corporation, except
(a) to the extent that the provisions of that Act are inconsistent with this Act;
(b) that a public director may not be removed from office under section 104 of that Act; and
(c) that the by-laws of the Corporation may
(i) subject to subsections 7(1) and (3), establish the number of public directors and other directors of the Corporation and the number of directors that consitute a quorum for meetings of the board;
(ii) fix one or more classes of persons, at least one of which consists of members, who may be appointed by a proxy to attend and act at meetings as nominees of members, and
(iii) provide for and regulate the admission of members, including the requiring of approval by the directors or members, or both, at meetings or individually, and the manner in which such approval is to be given.
14 Nothing in this Act shall be construed to derogate from the powers of the commission under The Commodity Futures Act, The Securities Act or any other Act.
15 This Act may be referred to as chapter W155 of the Continuing Consolidation of the Statutes of Manitoba.
16 This Act comes into force on the day it receives royal assent.