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The Credit Unions and Caisses Populaires Act

C.C.S.M. c. C301

The Credit Unions and Caisses Populaires Act

PART I
INTERPRETATION AND APPLICATION
1 (1) Definitions
(2) Interpretation
(2.1) Exceptions
(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(3) Repealed
(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
(4.1) Refusing access to register
(4.2) Unauthorized access to register prohibited
(5) Offence and penalty
(6) Examining members register at a meeting
(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) Repealed
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) Repealed
30 (1) Redemption
(2) Restriction
31 Dividends on common or surplus shares
32 (1) Restriction
(2) Exception
33 Limitation on holding of shares
34 Repealed
35 (1) Non voting shares
(2) Class vote
36 Limit of liability
37 Remedy preserved
38 Repealed
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 Repealed
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) Repealed
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
MEMBERSHIP
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) Repealed
(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) Repealed
(4) Effective date of by-laws
(4.1) Copy of by-laws to Registrar
(5) Registrar's order re by-law
(6) Repealed
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) Directors' and officers' liability for loans or advances
(2.1) Directors' and officers' liability for loans acquired
(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) Offence of failing to disclose
(13) Director or officer ceases to hold office on conviction
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) Repealed
(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) Repealed
(3) Duties of audit committee
(4) Calling meeting
(5) Notice of errors
(6) Error in financial statements
(7) Duty of directors
(8) Repealed
112 (1) Duty of auditor to manager and directors
(2) Procedure
113 Qualified privilege
PART IX
FUNDAMENTAL CHANGES
114 (1) Amendment of Articles
(1.1) Amending credit union's articles to become a caisse populaire
(2) Clerical errors
(3) Filing articles of amendment
(4) Revocation of amending resolution
115 Articles sent to Registrar
116 (1) Certificate of amendment
(2) Credit union becoming a caisse populaire
117 (1) Effect of certificate
(2) Existing rights preserved
118 (1) Restated articles
(2) Repealed
(3) Restated certificate
(4) Effect of certificate
119 (1) Amalgamation
(1.1) When the amalgamated entity is a caisse populaire
(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
(1.1) When the amalgamated entity is a caisse populaire
(2) Effect of certificate of amalgamation
124.1 (1) Application of this section
(2) Amalgamation of caisse populaire and Fédération
(3) Conditions by the Registrar
(4) Articles of amalgamation
(5) Statutory declarations
(6) Certificate of amalgamation
(7) Additional information
(8) Effect of certificate of amalgamation
(9) Repeal
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) Repealed
127 (1) Right to dissent
(2) Objection in writing
(2.1) Objection to Registrar when subsection 121(5) applies
(3) Notice to members and Registrar
(3.1) Application of subsections (3.2) and (3.3)
(3.2) Notice to non-member shareholders
(3.3) Registrar may require notice to be sent
(3.4) Shareholder's right to dissent
(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
128.1 (1) Continuance under this Act
(2) Amending articles as part of continuance
(3) Articles of continuance and by-laws must be filed
(4) Issuing certificate of continuance
(5) Effect of certificate of continuance
(6) Notifying body's former jurisdiction
(7) Some effects of continuance
128.2 (1) Some effects of continuance on shares and shareholders
(2) Issued shares
(3) Conversion privilege
128.3 (1) Continuance under other provincial Acts
(2) Section 128.4 applies to continuance under another Act
128.4 (1) Continuance in another jurisdiction
(2) Notifying members
(3) Waiver of notice
(4) Approving continuance by special resolution
(5) Abandoning continuance
(6) Notice to non-member depositors
(7) Certificate of discontinuance
(8) Notice of continuance deemed to be articles
(9) Act ceases to apply when certificate issued
(10) Date of certificate
(11) Restrictions on continuance outside Manitoba
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) Repealed
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 CORPORATION
142 Guarantee corporation continued
143 (1) Purposes of the guarantee corporation generally
(2) Enabling satisfaction of withdrawals
144 Powers
144.1 Providing service in French to caisses populaires and their members
145 Board of the guarantee corporation
145.1 Remuneration
146 Repealed
147 (1) Who may be a member of the board
(2) Who may not be a member of the board
148 Term of office
149 Vacancies
150 Ceasing to hold office
151 Power to manage
152 Quorum
153 By-laws
154 Records
155 Fiscal year
155.1 (1) Annual financial statements
(2) Financial statements must include auditor's report
155.2 Disclosure of directors' remuneration and expenses
156 Auditor must be approved by the Registrar
157 (1) Application of other provisions
(2) Interpretation of references to section 98
158 Guarantee of deposits
159 Repealed
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) Repealed
(3) Continuation of levies
(4) Restriction on reductions and refunds
162 (1) Annual report to Registrar and credit unions
(1.1) Information to be included in report
(2) Further report to Registrar
163 Advertising
163.1
163.2 (1) Amalgamation
(2) Amalgamation agreement required
(3) Documents to be sent to the Registrar
(4) Statutory declaration
(5) Certificate of amalgamation
(6) Effect of certificate of amalgamation
(7) Revocation of appointments of former directors
(8) Repeal
PART XII
THE CENTRALS
164 (1) Application
(2) Application to continue
(3) Effect of certificate
164.1 CUCM continued as a body corporate
165 Purposes of the central
166 (1) Capacity of the central
(2) Extra-territorial capacity
167 (1) Powers of the 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 (1) Membership in the central
(2) Effect of continuance of 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 (1) Who may be a director
(2) Who may not be a director
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 (1) System credit committee
(2) Effect of continuance of central
190.1 (1) Continuance in another jurisdiction
(2) Notifying members
(3) Application of section 64
(4) Approving continuance by special resolution
(5) Abandoning continuance
(6) Notice to non-member depositors
(7) Certificate of discontinuance
(8) Notice of continuance deemed to be articles
(9) Act ceases to apply when certificate issued
(10) Date of certificate
(11) Restrictions on continuance outside Manitoba
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
(3.1) Application of sections 212 to 217 to supervision order
(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 (1) Application to court to rectify records
(2) Powers of court
197 and 198 Repealed
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) Submitting information to Registrar
(2) Power of commissioner to Registrar
205 False or inaccurate reports
206 Offence and penalty
206.1 Directors and officers
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 Repealed
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) Repealed
(3) Fees not fixed in regulations
(4) Application of 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) Repealed
(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