HomeC.C.S.M. c. C301
The Credit Unions and Caisses Populaires Act
| Back to the Act | Regulations |
| PART I | |
| INTERPRETATION AND APPLICATION | |
| 1(1) | Definitions |
| (2) | Interpretation |
| (3) | Registered common-law relationship |
| 2(1) | Purpose of credit unions generally |
| (2) | Purpose of caisses populaires generally |
| 3(1) | Application of Act |
| (2) | Inconsistent provisions |
| 4(1) | Objects of existing credit unions |
| (2) | Powers of existing credit unions |
| PART II | |
| CREDIT UNIONS INCORPORATION | |
| 5(1) | Incorporation of a credit union |
| (2) | Model forms |
| 6(1) | Articles of incorporation |
| (2) | Additional provisions of articles |
| (3) | Consent of first director |
| (4) | By-laws |
| 7 | Filing of articles |
| 8 | Certificate of incorporation |
| 9 | Effect of certificate |
| 10(1) | Name of credit union |
| (2) | Name of caisse populaire |
| (3) | Name in any language form |
| (4) | Publication of name |
| (5) | Other business names |
| (6) | Prohibited use of credit union designations |
| (7) | Prohibited use of caisse populaire designation |
| (8) | Exception |
| (9) | Registrar may permit use of prohibited name |
| 11 | Reservation of name |
| 12(1) | Prohibited names |
| (2) | Name not to be similar to business, etc. |
| (3) | Undertaking not carried out |
| (4) | Directing change of name |
| (5) | Revoking a name |
| (6) | Change of name |
| 13(1) | Personal liability under pre-incorporation contracts |
| (2) | Adoption of pre-incorporation contracts |
| (3) | Application to court |
| (4) | Exemption from personal liability |
| PART III | |
| CAPACITY AND POWERS | |
| 14(1) | Capacity of a credit union |
| (2) | Extra-territorial capacity |
| 15(1) | Powers of a credit union |
| (2) | Restricted business or powers |
| (3) | Rights preserved |
| 16(1) | No constructive notice |
| (2) | Constructive notice of articles or by-laws |
| 17 | Reliance by persons dealing with credit union |
| PART IV | |
| REGISTERED OFFICE AND RECORDS | |
| 18(1) | Registered office |
| (2) | Change of address |
| (3) | |
| (4) | Annexation or amalgamation of municipalities |
| (5) | Branch offices |
| 19(1) | Records |
| (2) | Exception |
| (3) | Rescind order |
| 20(1) | Examination of records by members and creditors |
| (2) | Members register |
| (3) | Shareholders register |
| (4) | Affidavit |
| (5) | Offence |
| (6) | Examination of members register at meetings |
| (7) | Directors right to examine records |
| (8) | Registrar's right to examine records |
| 21(1) | Form of records |
| (2) | Precautions |
| 22 | Corporate seal |
| PART V | |
| CAPITALIZATION AND OPERATING STANDARDS | |
| 23(1) | Common shares |
| (2) | Number of common shares |
| (3) | Common shares per member |
| 24 | Transitional |
| 25(1) | Shares other than common shares |
| (2) | Priority |
| (3) | Restriction |
| 26(1) | No share certificates |
| (2) | |
| 27(1) | Consideration |
| (2) | Promissory note not consideration |
| 28(1) | Patronage refund |
| (1.1) | Member's share of patronage refund |
| (2) | Computation of business done |
| (3) | Members' and associates' rates |
| 29(1) | Use of patronage refund or dividend to purchase surplus shares |
| (2) and (3) | |
| 30(1) | Redemption |
| (2) | Restriction |
| 31 | Dividends on common or surplus shares |
| 32(1) | Restriction |
| (2) | Exception |
| 33 | Limitation on holding of shares |
| 34 | |
| 35(1) | Non voting shares |
| (2) | Class vote |
| 36 | Limit of liability |
| 37 | Remedy preserved |
| 38 | |
| 39 | Unclaimed balances |
| 40(1) | Members right to withdraw deposits |
| (2) | Notice of intention to withdraw shares or deposits |
| (3) | Extension of notice period |
| (4) | Exception |
| 40.1(1) | Tied selling |
| (2) | Package offerings |
| 41(1) | Trust funds |
| (2) | Non-application of trust moneys |
| (3) | Payment on death |
| 42(1) | Loan policies |
| (1.1) | Loans |
| (2) | Right to repay |
| 43 | |
| 44(1) | Lien on deposits and shares |
| (2) | Application of deposits and shares |
| (3) | Default |
| 45 | Restrictions on overdrafts |
| 46(1) | Liquidity |
| (2) | Liquidity investments |
| (3) | Investments generally |
| 47 | Allowance for doubtful accounts |
| 48(1) | Capital |
| (2) | |
| 49 | Matching |
| 50 | Insurance |
| 51(1) | Adjustments |
| (2) | Registrar prohibiting deposits or payments |
| PART V.1 | |
| SECURITY ISSUES | |
| 51.1 | Application of Securities Act |
| 51.1.1 | Application of sections 51.2 to 51.4 |
| 51.2(1) | Offering statement |
| (2) | Material changes |
| (3) | Revised offering statements — voluntary |
| (4) | Revised offering statements — mandatory |
| (5) | Shares must not be sold after material change |
| 51.3(1) | Issue of receipts |
| (2) | Ruling |
| 51.3.1 | Exception from application of sections 51.2 and 51.3 |
| 51.3.2(1) | Registrar may stop issue or sale of shares |
| (2) | Notice of order |
| (3) | Opportunity to be heard |
| (4) | Temporary order |
| 51.3.3(1) | Obligation to provide offering statement |
| (2) | Cancellation of sale |
| 51.4(1) | Inspection of statement |
| (2) | Extracts |
| PART V.2 | |
| SHARE CERTIFICATES, MEMBERSHIPS AND TRANSFERS | |
| 51.5 | Personal estate |
| 51.6 | Allotment of shares |
| 51.7(1) | Share certificates |
| (2) | Signatures |
| (3) | Certificates as evidence of title |
| (4) | Particulars of issue on share certificate |
| (5) | Furnishing text of particulars |
| (6) | Waiver of share certificate |
| 51.8 | Transfers of shares or memberships |
| 51.9(1) | Dealings with registered holder |
| (2) | Constructive registered holder |
| (3) | Permissible registered holder |
| (4) | Immunity of credit union |
| (5) | Infants |
| (6) | Joint holders |
| (7) | Transmission of securities |
| (8) | Excepted transmissions |
| (9) | Right of credit union |
| PART VI | |
| 52(1) | Members |
| (2) | Refusal of membership application |
| (3) | Persons under 18 |
| (4) | Restriction |
| 53(1) | Common bond |
| (2) | Leaving bond of association |
| 54(1) | Associates |
| (2) | Number of associates |
| (3) | Restriction |
| (4) | Rights of associate |
| 55(1) | Termination of membership |
| (2) | Notice to member |
| (3) | Notice of termination |
| (4) | Appeal to meeting of members |
| (4.1) | No right of appeal under subsection (4) |
| (5) | Decision of meeting |
| (6) | Termination by meeting of members |
| (7) and (8) | |
| (9) | Membership continues |
| (10) | Re-admittance |
| (11) | Non application |
| (12) | |
| 55.1 | Suspension of services to member |
| 56(1) | Withdrawal |
| (2) | Terms on withdrawal or termination |
| 57 | Remedy preserved |
| 58(1) | Power to enact by-laws |
| (2) | Enactment |
| (3) | |
| (4) | Effective date of by-laws |
| (4.1) | Copy of by-laws to Registrar |
| (5) | Registrar's order re by-law |
| (6) | |
| 59 | Members bound by articles and by-laws |
| 60 | Place of meetings |
| 61 | Calling meetings |
| 62 | Record date |
| 63(1) | Notice of meeting |
| (2) | Adjournment |
| (3) | Notice of adjourned meeting |
| (4) | Business |
| (5) | Notice of business |
| 64 | Waiver of notice |
| 65(1) | Member proposal |
| (2) | Notice of proposal |
| (3) | Supporting statement |
| (4) | Nominations for directors |
| (5) | Non-compliance |
| (6) | Immunity |
| (7) | Notice of refusal |
| (8) | Member application to court |
| (9) | Credit union application to court |
| (10) | Registrar entitled to notice |
| 66(1) | Quorum |
| (2) | Opening quorum sufficient |
| (3) | Adjournment |
| (4) | Non application |
| 67(1) | Voting eligibility |
| (2) | One member one vote |
| 68(1) | Representatives of corporations |
| (2) | Powers of representative |
| 69(1) | Proxy |
| (2) | Limitations on proxies and representation |
| (3) | Non application |
| 70 | Joint membership |
| 71(1) | Voting generally |
| (2) | Voting on fundamental changes |
| 72 | Executors and administrators |
| 73(1) | Method of voting |
| (2) | Time for demanding ballot |
| 74(1) | Members calling meetings |
| (2) | Form of requisition |
| (3) | Directors calling meeting |
| (4) | Member calling meeting |
| (5) | Procedure |
| (6) | Reimbursement |
| 75(1) | Meeting called by Registrar |
| (2) | Varying quorum |
| PART VII | |
| DIRECTORS AND OFFICERS | |
| 76(1) | Power to manage |
| (2) | Number of directors |
| 77(1) | Persons who may be directors |
| (2) | Persons who may not be directors |
| (3) | Three-quarters of directors must reside in Manitoba |
| (4) | Election or appointment of more non-resident directors void |
| (5) | Vacancy resulting in more non-resident directors |
| 78(1) | Terms of office of first directors |
| (2) | Election of directors |
| (3) | Election of district directors |
| (4) | Staggered terms |
| (5) | No stated terms |
| (6) | Incumbent directors |
| 79(1) | Ceasing to hold office |
| (2) | Effective date of resignation |
| 80(1) | Removal of directors |
| (2) | Vacancy |
| 81(1) | Statement of director |
| (2) | Circulating statement |
| (3) | Immunity |
| 82(1) | Filling vacancy |
| (2) | Quorum may exercise powers |
| (3) | Calling meeting |
| (4) | Members filling vacancy |
| (5) | Ratification |
| 83(1) | Notice of change of directors |
| (2) | Application to court |
| (3) | Effect of notice |
| 84(1) | Meeting of directors |
| (2) | Quorum |
| (3) | Notice of meeting |
| (4) | Waiver of notice |
| (5) | Adjournment |
| (6) | Participation by telephone |
| 85(1) | Delegation |
| (2) | Authority of directors |
| 86 | Validity of act of directors and officers |
| 87(1) | Resolution in lieu of meeting |
| (2) | Filing resolution |
| 88(1) | Liability of directors |
| (2) | Liability for loans |
| (3) | Contribution |
| (4) | Recovery |
| (5) | Limitations |
| 89 | Application of The Employment Standards Code |
| 90 | Duty of directors to report |
| 91(1) | Definition |
| (2) | Interest in contracts of relatives |
| (3) | Interest in contracts of others |
| (4) | Officer defined |
| (5) | Exceptions |
| (6) | Disclosure |
| (7) | Time of disclosure for director or officer |
| (8) | Continuing disclosure |
| (9) | Avoidance standards |
| (10) | Approval by members |
| (11) | Application to court |
| (12) | Failure to disclose |
| 92 | Officers |
| 93 | Remuneration |
| 94(1) | Duty of care of directors and officers |
| (2) | Duty to comply |
| (3) | No exculpation |
| (4) | Interpretation |
| 95(1) | Dissent |
| (2) | Loss of right to dissent |
| (3) | Dissent of absent director |
| (4) | Reliance of statements |
| 96(1) | Indemnification |
| (2) | Right to indemnity |
| (3) | Insurance for directors and officers |
| (4) | Application to court |
| (5) | Notice to Registrar |
| (6) | Other notice |
| PART VIII | |
| RETURNS AND FINANCIAL DISCLOSURE | |
| 97(1) | Annual return |
| (2) | |
| (3) | Other returns |
| (4) | Fees |
| 98(1) | Annual financial statements |
| (1.1) | Availability of financial statements |
| (2) | Directors' and officers' disclosure |
| 99 | Condition precedent to issue |
| 100 | Request for documents |
| 101(1) | Submission to Registrar and guarantee corporation |
| (2) | Submission to guarantee corporation |
| 102(1) | Appointment of auditor |
| (2) | Annual audit |
| (3) | Disqualification of auditor |
| (4) | Independence |
| (5) | Duty to resign |
| (6) | Disqualification order |
| (7) | Exemption order |
| 103(1) | Ceasing to hold office |
| (2) | Effective date of resignation |
| 104(1) | Removal of auditor |
| (2) | Notice of meeting |
| 105(1) | Filling vacancy |
| (2) | Calling meeting |
| (3) | Members filling vacancy |
| (4) | Unexpired term |
| 106 | Court appointed auditor |
| 107(1) | Right to attend meeting |
| (2) | Duty to attend meeting |
| (3) | Notice to credit union |
| (4) | Offence |
| 108(1) | Statement of auditor |
| (2) | Circulating statement |
| (3) | Replacing auditor |
| (4) | Exception |
| (5) | Effect of non-compliance |
| 109(1) | Report to guarantee corporation |
| (2) | Scope of audit |
| 110(1) | Right to information |
| (2) | Information from subsidiaries |
| 111(1) | Audit committee |
| (2) | |
| (3) | Duties of audit committee |
| (4) | Calling meeting |
| (5) | Notice of errors |
| (6) | Error in financial statements |
| (7) | Duty of directors |
| (8) | Offence |
| 112(1) | Duty of auditor to manager and directors |
| (2) | Procedure |
| 113 | Qualified privilege |
| PART IX | |
| FUNDAMENTAL CHANGES | |
| 114(1) | Amendment of Articles |
| (2) | Clerical errors |
| (3) | Filing articles of amendment |
| (4) | Revocation of amending resolution |
| 115 | Articles sent to Registrar |
| 116 | Certificate of amendment |
| 117(1) | Effect of certificate |
| (2) | Existing rights preserved |
| 118(1) | Restated articles |
| (2) | |
| (3) | Restated certificate |
| (4) | Effect of certificate |
| 119(1) | Amalgamation |
| (2) | Consent of supervisor |
| 120 | Amalgamation agreement |
| 121(1) | Member approval of amalgamation agreement |
| (2) | Notice of meeting |
| (3) | Adoption of agreement |
| (4) | Termination of agreement |
| (5) | Exception from requirement for members' approval |
| 122(1) | Articles of amalgamation |
| (2) | Attached declarations |
| (3) | Exemption from declaration |
| (4) | Adequate notice to creditors |
| 123 | Compulsory amalgamation |
| 124(1) | Certificate of amalgamation |
| (2) | Effect of certificate of amalgamation |
| 125(1) | Extraordinary sale, lease or exchange |
| (2) | Notice of meeting |
| (3) | Terms and conditions of sale, lease or exchange |
| (4) | Approval of sale, lease or exchange |
| (5) | Termination |
| 126(1) | Approval of Registrar |
| (2) | Declaration |
| (3) | Adequate notice to creditors |
| (4) | |
| 127(1) | Right to dissent |
| (2) | Objection in writing |
| (2.1) | Objection to Registrar when s. 121(5) applies |
| (3) | Notice to members and Registrar |
| (4) | Approval of Registrar |
| (5) | Conditions |
| 128(1) | "Reorganization" defined |
| (2) | Power of court |
| (3) | Further powers |
| (4) | Articles of reorganization |
| (5) | Certificate of amendment |
| (6) | Effect of certificate of amendment |
| (7) | No dissent |
| 129 | Extra-provincial credit unions in Manitoba |
| 130 | Extra-provincial Registration |
| PART X | |
| DISSOLUTION, LIQUIDATION AND REVIVAL | |
| 131(1) | Dissolution before commencing business |
| (2) | Dissolution if no property |
| (3) | Dissolution where property disposed of |
| (4) | Shareholders not entitled to vote |
| (5) | Procedure |
| 132(1) | Proposing liquidation and dissolution |
| (2) | Notice of meeting |
| (3) | Members resolution |
| (4) | Shareholders not entitled to vote |
| (5) | Statement of intent to dissolve |
| (6) | Certificate of intent to dissolve |
| (7) | Effect of certificate |
| (8) | Liquidation |
| (9) | Revocation |
| (10) | Certificate of revocation of intent to dissolve |
| (11) | Effect of certificate |
| (12) | |
| 133(1) | Articles of dissolution |
| (2) | Certificate of dissolution |
| (3) | Effect of certificate |
| 134(1) | Dissolution by Registrar |
| (2) | Publication |
| (3) | Credit union not in operation |
| (4) | Certificate of dissolution |
| 135(1) | Application to court to liquidate or dissolve |
| (2) | Court order |
| (3) | Certificate |
| 136 | Custody of records |
| 137(1) | "Member" defined |
| (2) | Continuation of actions |
| (3) | Service |
| (4) | Reimbursement |
| (5) | Representative action |
| 138(1) | Unknown claimants |
| (2) | Constructive satisfaction |
| (3) | Recovery |
| (4) | Execution of documents after dissolution |
| (5) | Validity |
| (6) | Vesting in guarantee corporation |
| 139(1) | Revival by the Registrar |
| (2) | Revival by court |
| 140(1) | Certificate of revival |
| (2) | Rights preserved |
| 141 | Return of property on revival |
| PART XI | |
| THE GUARANTEE CORPORATIONS | |
| 142(1) | Application |
| (2) | Boards continued |
| (3) | Effect of continuance |
| 143(1) | Purposes of a guarantee corporation generally |
| (2) | Enabling satisfaction of withdrawals |
| 144 | Powers |
| 145 | Board of a guarantee corporation |
| 146 | Chair and other officers |
| 147 | Qualifications of board members |
| 148 | Term of office |
| 149 | Vacancies |
| 150 | Ceasing to hold office |
| 151 | Duties of board |
| 152 | Quorum |
| 153 | By-laws |
| 154 | Records |
| 155 | Fiscal year |
| 156 | Audit |
| 157 | Procedure |
| 158 | Assignment |
| 159 | Levies |
| 160(1) | Amount of levies |
| (2) | Notice of levy |
| (3) | Extension of time |
| (4) | Special assessment |
| (5) | Only one assessment per year |
| (6) | Time for payment of assessment |
| 161(1) | Reduction of levy |
| (2) | |
| (3) | Continuation of levies |
| (4) | Restriction on reductions and refunds |
| 162(1) | Report to Registrar |
| (2) | Further report to Registrar |
| 163 | Advertising |
| PART XII | |
| THE CENTRALS | |
| 164(1) | Application |
| (2) | Application to continue |
| (3) | Effect of certificate |
| 165 | Purposes of a central |
| 166(1) | Capacity of a central |
| (2) | Extra-territorial capacity |
| 167(1) | Powers of a central |
| (2) | Restricted business or powers |
| (3) | Rights preserved |
| 168 | Registered office and records |
| 169(1) | Common shares |
| (2) | Shares per member and associate member |
| 170 | Shares other than common shares |
| 171 | Share certificates |
| 172 | Patronage refunds |
| 173 | Use of patronage refunds |
| 174 | Redemption of shares and payment of dividends |
| 175 | Securities |
| 176 | Voting rights |
| 177 | Financial matters |
| 177.1 | Capital of central |
| 178 | Membership in central |
| 179(1) | Associate members |
| (2) | Rights and privileges of associate members |
| 180(1) | Establishment of delegate system |
| (2) | Scope of powers |
| (3) | Voting by delegates |
| 181 | Limit of Liability |
| 182(1) | Power to make by-laws |
| (2) | Enactment |
| (3) | Effective date of charter by-laws |
| (4) | Effective date of ordinary by-laws |
| (5) | Preclearance of charter by-laws |
| (6) | Failure to file on a timely basis |
| 183 | Registrar's approval |
| 184 | Charter by-laws |
| 185 | Members bound by charter by-laws |
| 186(1) | Number of directors |
| (2) | Power to manage |
| 187 | Qualification of directors |
| 188(1) | Application of other Parts of the Act |
| (2) | Non-application of clause 91(3)(f) in some cases |
| 189 | Information to guarantee corporation |
| 190 | System credit committee |
| PART XIII | |
| REMEDIES, OFFENCES AND PENALTIES | |
| 191 | Definitions |
| 192(1) | Commencing derivative action |
| (2) | Notice to Registrar |
| (3) | Conditions precedent |
| 193 | Powers of court |
| 194(1) | Application to court by complainant |
| (2) | Grounds |
| (3) | Powers of the court |
| (4) | Duty of directors |
| (5) | Exclusion |
| 195(1) | Evidence of member approval not decisive |
| (2) | Court approval to discontinue |
| (3) | No security for costs |
| (4) | Interim costs |
| 196 | Application to court to rectify records |
| 197(1) | Reassignment of affiliation |
| (2) | Notice |
| (3) | Conditions |
| (4) | Application to court |
| (5) | Notice to Registrar |
| 198 | Powers of court |
| 199 | Compliance or restraining order |
| 200 | Application for directions |
| 201 | Appeal to court of Registrar's decision |
| 202 | Questions of law or fact |
| 203 | Review by Registrar |
| 204(1) | Submission to Registrar |
| (2) | Power of commissioner to Registrar |
| 205(1) | Offences respecting reports |
| (2) | Liability of director or officer |
| (3) | Exception |
| 206 | Offence |
| 207(1) | Order to comply |
| (2) | Time limited for proceedings |
| (3) | Civil remedy not affected |
| 208 | Suit at instance of Registrar or guarantee corporation |
| PART XIV | |
| SUPERVISION | |
| 209 | Supervision of credit union |
| 210 | Supervision of central |
| 211 | Supervisor of credit union |
| 212 | Supervisor of central |
| 213 | Term of supervision |
| 214(1) | Powers of supervisor |
| (2) | Powers of supervisor on liquidation |
| (3) | Duty of supervisor to creditors on liquidation |
| 215 | Court direction |
| 216 | Accounting to Registrar |
| 217 | Discharge |
| 218(1) | Temporary supervision |
| (2) | Report to Registrar |
| (3) | Powers |
| (4) | Action by Registrar |
| PART XV | |
| GENERAL | |
| 219(1) | Notice to directors and members |
| (2) | Deemed receipt |
| (3) | Undelivered notices |
| (4) | Published notices |
| (5) | Posted notices |
| 220 | Notice to and service upon a credit union |
| 221 | Waiver of notice |
| 222(1) | Certificate of Registrar |
| (2) | Evidence |
| 223(1) | Certificate of credit union or central |
| (2) | Proof |
| (3) | Security certificate |
| 224 | Copies |
| 225(1) | Proof required by Registrar |
| (2) | Form of proof |
| (3) | Authentication |
| 226(1) | Appointment of Registrar |
| (2) | Duties |
| 227(1) | Regulations |
| (2) | |
| (3) | Fees not fixed in regulations |
| 228(1) | "Statement" defined |
| (2) | Filings |
| (3) | Effective date |
| (4) | Certificates, searches, etc. |
| 228.1 | Form and content of documents |
| 229 | Alteration |
| 230(1) | Corrections |
| (2) | Date of corrected certificate |
| (3) | Notices |
| 231(1) | Inspection |
| (2 | Copies |
| 232(1) | Form of records of Registrar |
| (2) | Obligation to furnish |
| (3) | Production of records limitation |
| 233(1) | Continuation of former incorporations, etc. |
| (2) | Saving clause re by-laws, etc. |
| (3) | |
| (4) | Two years to comply |
| (5) | Amendments |
| (6) | Reference to Act |
| 234 | Reference in Continuing Consolidation |
| 235 | Repeal of former Act |
| 236 | Repeal of CCSM |
| 237 | Repeal of Fédération |
| 238 | Commencement of Act |
