S.M. 1986-87, c. 5
The Credit Unions and Caisses Populaires Act
Table of Contents
PART I
INTERPRETATION AND APPLICATION |
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1 | Definitions. | |
2 | Purpose of credit unions generally. | |
(2) | Purpose of caisses populaires generally. | |
3 | Application of Act. | |
(2) | Inconsistent provisions. | |
4 | Objects of existing credit unions. | |
(2) | Powers of existing credit unions. | |
PART II
CREDIT UNIONS INCORPORATION |
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5 | Application for incorporation. | |
(2) | Model forms. | |
6 | Articles of incorporation. | |
(2) | Additional provisions of articles. | |
(3) | Consent of first director. | |
(4) | Charter by-laws. | |
7 | Filing of articles and charter by- laws. | |
8 | Certificate of incorporation. | |
9 | Effect of certificate. | |
10 | Name of credit union. | |
(2) | Name of Caisse Populaire. | |
(3) | Name in any language form. | |
(4) | Publication of name. | |
(5) | Other name. | |
(6) | Prohibited use of credit union designations. | |
(7) | Prohibited use of caisse populaire designation. | |
(8) | Exception. | |
11 | Reservation of name. | |
12 | 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 | 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 |
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14 | Capacity of a credit union. | |
(2) | Extra-territorial capacity. | |
15 | Powers of a credit union. | |
(2) | Restricted business or powers. | |
(3) | Rights preserved. | |
16 | No constructive notice. | |
(2) | Constructive notice of articles or charter by-laws. | |
17 | Reliance by persons dealing with credit union. | |
PART IV
REGISTERED OFFICE AND RECORDS |
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18 | Registered office. | |
(2) | Change of address. | |
(3) | Notice of registered office. | |
(4) | Annexation or amalgamation of municipalities. | |
(5) | Branch offices. | |
19 | Records. | |
(2) | Exception. | |
(3) | Rescind order. | |
20 | 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 | Form of records. | |
(2) | Precautions. | |
22 | Corporate seal. | |
CAPITALIZATION AND OPERATING STANDARDS | ||
23 | Common shares. | |
(2) | Number of common shares. | |
(3) | Common shares per member. | |
24 | Transitional. | |
25 | Shares other than common shares. | |
(2) | Priority. | |
(3) | Restriction. | |
26 | No share certificates. | |
(2) | Share certificates. | |
27 | Consideration. | |
(2) | Promissory note not consideration. | |
28 | Patronage refund. | |
(2) | Computation of business done. | |
29 | Use of patronage refund or dividend for purchase of surplus shares. | |
(2) | Use of patronage refund or dividend for loan. | |
(3) | Priority. | |
30 | Redemption or repayment. | |
(2) | Restriction. | |
31 | Dividends on common or surplus shares. | |
32 | Restriction. | |
(2) | Exception. | |
33 | Limitation on holding of shares. | |
34 | Non application Securities Act. | |
(2) | Application of Part XVI of The Cooperatives Act | |
35 | Non voting shares. | |
(2) | Class vote. | |
36 | Limit of liability. | |
37 | Remedy preserved. | |
38 | Trust indentures. | |
39 | Unclaimed balances. | |
40 | Members right to withdraw deposits. | |
(2) | Notice of intention to withdraw shares or deposits. | |
(3) | Extension of notice period. | |
(4) | Exception. | |
41 | Trust funds. | |
(2) | Non-application of trust moneys. | |
(3) | Payment on death. | |
42 | Loans. | |
(2) | Right to repay. | |
43 | Material deposits. | |
44 | Lien on deposits and shares. | |
(2) | Application of deposits and shares. | |
(3) | Default | |
45 | Restrictions on overdrafts. | |
46 | Liquidity. | |
(2) | Liquidity investments. | |
(3) | Investments generally. | |
47 | Allowance for doubtful accounts. | |
48 | Equity. | |
(2) | Equity defined. | |
49 | Matching. | |
50 | Insurance. | |
51 | Adjustments. | |
(2) | Registrar prohibiting deposits or payments. | |
PART VI
MEMBERSHIP |
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52 | Members. | |
(2) | Refusal of membership application. | |
(3) | Persons under 18. | |
(4) | Restriction. | |
53 | Common bond. | |
(2) | Leaving bond of association. | |
54 | Associates. | |
(2) | Number of associates. | |
(3) | Restriction. | |
(4) | Rights of associate. | |
55 | Termination of membership. | |
(2) | Notice to member. | |
(3) | Notice of termination. | |
(4) | Appeal to meeting of members. | |
(5) | Decision of meeting. | |
(6) | Termination by meeting of members. | |
(7) | Appeal to Registrar. | |
(8) | Exception. | |
(9) | Membership continues. | |
(10) | Re-admittance. | |
(11) | Non application. | |
56 | Withdrawal. | |
(2) | Terms on withdrawal or termination. | |
57 | Remedy preserved. | |
58 | Power to enact by-laws. | |
(2) | Enactment | |
(3) | Effective date of charter by-laws. | |
(4) | Effective date of ordinary by-laws. | |
(5) | Pre-clearance of charter by-laws. | |
(6) | Failure to file on a timely basis. | |
59 | Members bound by articles and charter by-laws. | |
60 | Place of meetings. | |
61 | Calling meetings. | |
62 | Record date. | |
63 | Notice of meeting. | |
(2) | Adjournment. | |
(3) | Notice of adjourned meeting. | |
(4) | Business. | |
(5) | Notice of business. | |
64 | Waiver of notice. | |
65 | 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 | Quorum. | |
(2) | Opening quorum sufficient. | |
(3) | Adjournment. | |
(4) | Non application. | |
67 | Voting eligibility. | |
(2) | One member one vote. | |
68 | Representatives of corporations. | |
(2) | Powers of representative. | |
69 | Proxy. | |
(2) | Limitations on proxies and representation. | |
(3) | Non application. | |
70 | Joint membership. | |
71 | Mail ballot | |
72 | Executors and administrators. | |
73 | Method of voting. | |
(2) | Time for demanding ballot | |
74 | Members calling meetings. | |
(2) | Form of requisition. | |
(3) | Directors calling meeting. | |
(4) | Member calling meeting. | |
(5) | Procedure. | |
(6) | Reimbursement. | |
75 | Meeting called by Registrar. | |
(2) | Varying quorum. | |
PART VII
DIRECTORS AND OFFICERS |
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76 | Power to manage. | |
(2) | Number of directors. | |
77 | Qualifications of directors. | |
78 | 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 | Ceasing to hold office. | |
(2) | Effective date of resignation. | |
80 | Removal of directors. | |
(2) | Vacancy. | |
81 | Statement of director. | |
(2) | Circulating statement | |
(3) | Immunity. | |
82 | Filling vacancy. | |
(2) | Quorum may exercise powers. | |
(3) | Calling meeting. | |
(4) | Members filling vacancy. | |
(5) | Ratification. | |
83 | Notice of change of directors. | |
(2) | Application to court. | |
(3) | Effect of notice. | |
84 | Meeting of directors. | |
(2) | Quorum. | |
(3) | Notice of meeting. | |
(4) | Waiver of notice. | |
(5) | Adjournment | |
(6) | Participation by telephone. | |
85 | Delegation. | |
(2) | Authority of directors. | |
86 | Validity of act of directors and officers. | |
87 | Resolution in lieu of meeting. | |
(2) | Filing resolution. | |
88 | Liability of directors. | |
(2) | Liability for loans. | |
(3) | Contribution. | |
(4) | Recovery. | |
(5) | Limitations. | |
89 | Payment of Wages Act to apply. | |
90 | Duty of directors to report. | |
91 | 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 | Duty of care of directors and officers. | |
(2) | Duty to comply. | |
(3) | No exculpation. | |
(4) | Interpretation. | |
95 | Dissent. | |
(2) | Loss of right to dissent | |
(3) | Dissent of absent director. | |
(4) | Reliance of statements. | |
96 | 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 |
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97 | Returns. | |
(2) | Certification. | |
(3) | Other returns. | |
(4) | Fees. | |
98 | Annual financial statements. | |
(2) | Directors' and officers' disclosure. | |
99 | Condition precedent to issue. | |
100 | Request for documents. | |
101 | Submission to Registrar and fund. | |
(2) | Submission to fund. | |
102 | Appointment of auditor. | |
(2) | Annual audit. | |
(3) | Disqualification of auditor. | |
(4) | Independence. | |
(5) | Duty to resign. | |
(6) | Disqualification order. | |
(7) | Exemption order. | |
103 | Ceasing to hold office. | |
(2) | Effective date of resignation. | |
104 | Removal of auditor. | |
(2) | Notice of meeting. | |
105 | Filling vacancy. | |
(2) | Calling meeting. | |
(3) | Members filling vacancy. | |
(4) | Unexpired term. | |
106 | Court appointed auditor. | |
107 | Right to attend meeting. | |
(2) | Duty to attend meeting. | |
(3) | Notice to credit union. | |
(4) | Offence. | |
108 | Statement of auditor. | |
(2) | Circulating statement. | |
(3) | Replacing auditor. | |
(4) | Exception. | |
(5) | Effect of non-compliance. | |
109 | Report to fund. | |
(2) | Scope of audit. | |
110 | Right to information. | |
(2) | Information from subsidiaries. | |
111 | Audit committee. | |
(2) | Directors to act as audit committee. | |
(3) | Duty of committee. | |
(4) | Calling meeting. | |
(5) | Notice of errors. | |
(6) | Error in financial statements. | |
(7) | Duty of directors. | |
(8) | Offence. | |
112 | Duty of auditor to manager and directors. | |
(2) | Procedure. | |
113 | Qualified privilege. | |
PART IX
FUNDAMENTAL CHANGES |
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114 | 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 | Effect of certificate. | |
(2) | Existing rights preserved. | |
118 | Restated articles. | |
(2) | Articles sent to Registrar. | |
(3) | Restated certificate. | |
(4) | Effect of certificate. | |
119 | Amalgamation. | |
(2) | Consent of supervisor. | |
120 | Amalgamation agreement. | |
121 | Member approval of amalgamation agreement. | |
(2) | Notice of meeting. | |
(3) | Adoption of agreement. | |
(4) | Termination of agreement. | |
122 | Articles of amalgamation. | |
(2) | Attached declarations. | |
(3) | Exemption from declaration. | |
(4) | Adequate notice to creditors. | |
123 | Compulsory amalgamation. | |
124 | Certificate of amalgamation. | |
(2) | Effect of certificate of amalgamation. | |
125 | 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 | Approval of Registrar. | |
(2) | Declaration. | |
(3) | Adequate notice to creditors. | |
(4) | Bulk Sales Act | |
127 | Right to dissent | |
(2) | Objection in writing. | |
(3) | Notice to members and Registrar. | |
(4) | Approval of Registrar. | |
(5) | Conditions. | |
128 | "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 |
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131 | Dissolution before commencing business. | |
(2) | Dissolution if no property. | |
(3) | Dissolution where property disposed of. | |
(4) | Shareholders not entitled to vote. | |
(5) | Procedure. | |
132 | 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) | Procedure. | |
133 | Articles of dissolution. | |
(2) | Certificate of dissolution. | |
(3) | Effect of certificate. | |
134 | Dissolution by Registrar. | |
(2) | Publication. | |
(3) | Credit union not in operation. | |
(4) | Certificate of dissolution. | |
135 | Application to court to liquidate or dissolve. | |
(2) | Court order. | |
(3) | Certificate. | |
136 | Custody of records. | |
137 | "Member" defined. | |
(2) | Continuation of actions. | |
(3) | Service. | |
(4) | Reimbursement | |
(5) | Representative action. | |
138 | Unknown claimants. | |
(2) | Constructive satisfaction. | |
(3) | Recovery. | |
(4) | Execution of documents after dissolution. | |
(5) | Validity. | |
(6) | Vesting in fund. | |
139 | Revival by the Registrar. | |
(2) | Revival by court | |
140 | Certificate of revival. | |
(2) | Rights preserved. | |
141 | Return of property on revival. | |
PART XI
THE FUNDS |
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142 | Application. | |
(2) | Boards continued. | |
(3) | Effect of continuance. | |
143 | Purposes of a fund. | |
144 | Powers. | |
145 | Board of a fund. | |
146 | Chairman. | |
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 | 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 | Reduction of levy. | |
(2) | Refund as receipt of credit union. | |
(3) | Continuation of levies. | |
(4) | Restriction on reductions and refunds. | |
162 | Report to Registrar. | |
(2) | Further report to Registrar. | |
163 | Advertising. | |
164 | Application. | |
(2) | Application to continue. | |
(3) | Effect of certificate. | |
165 | Purposes of a central. | |
166 | Capacity of a central. | |
(2) | Extra-territorial capacity. | |
167 | Powers of a central. | |
(2) | Restricted business or powers. | |
(3) | Rights preserved. | |
168 | Registered office and records. | |
169 | 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. | |
178 | Membership in central. | |
179 | Associate members. | |
(2) | Rights and privileges of associate members. | |
180 | Establishment of delegate system. | |
(2) | Scope of powers. | |
(3) | One delegate one vote. | |
181 | Limit of Liability. | |
182 | Adoption of charter by-laws. | |
183 | Registrar's approval. | |
184 | Charter by-laws. | |
185 | Members bound by charter by-laws. | |
186 | Number of directors. | |
(2) | Power to manage. | |
187 | Qualification of directors. | |
188 | Application of other Parts of the Act | |
189 | Information to fund. | |
190 | System credit committee. | |
PART XIII
REMEDIES, OFFENCES AND PENALTIES |
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191 | Definitions. | |
192 | Commencing derivative action. | |
(2) | Notice to Registrar. | |
(3) | Conditions precedent. | |
193 | Powers of court. | |
194 | Application to court by complainant | |
(2) | Grounds. | |
(3) | Powers of the court. | |
(4) | Duty of directors. | |
(5) | Exclusion. | |
195 | 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 | 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 | Submission to Registrar. | |
(2) | Power of commissioner to Registrar. | |
205 | Offences respecting reports. | |
(2) | Liability of director or officer. | |
(3) | Exception. | |
206 | Offence. | |
207 | Order to comply. | |
(2) | Time limited for proceedings. | |
(3) | Civil remedy not affected. | |
208 | Suit at instance of Registrar or fund. | |
PART XIV
SUPERVISION |
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209 | Supervision of credit union. | |
210 | Supervision of central. | |
211 | Supervisor of credit union. | |
212 | Supervisor of central. | |
213 | Term of supervision. | |
214 | 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 | Temporary supervision. | |
(2) | Report to Registrar. | |
(3) | Powers. | |
(4) | Action by Registrar. | |
PART XV
GENERAL |
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219 | 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 | Certificate of Registrar. | |
(2) | Evidence. | |
223 | Certificate of credit union. | |
(2) | Proof. | |
(3) | Security certificate. | |
224 | Copies. | |
225 | Proof required by Registrar. | |
(2) | Form of proof. | |
(3) | Authentication. | |
226 | Appointment of Registrar. | |
(2) | Duties. | |
227 | Regulations. | |
(2) | Forms. | |
(3) | Fees not fixed in regulations. | |
228 | "Statement" defined. | |
(2) | Filings. | |
(3) | Effective date. | |
(4) | Certificates, searches, etc. | |
229 | Alteration. | |
230 | Corrections. | |
(2) | Date of corrected certificate. | |
(3) | Notices. | |
231 | Inspection. | |
(2) | Copies. | |
232 | Form of records of Registrar. | |
(2) | Obligation to furnish. | |
(3) | Production of records limitation. | |
233 | Continuation of former incorporations, etc. | |
(2) | Saving clause re by-laws, etc. | |
(3) | Exception. | |
(4) | 2 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 |