6(1)Any ten or more individuals no one of whom

6(2)An application shall be made to the Superintendent and shall contain, in relation to the proposed credit union,

7(1)Articles of incorporation shall be in the form provided by the Superintendent and shall set out, in relation to the proposed credit union,

7(2)The articles may set out any provisions permitted by this Act to be set out in the by-laws of the credit union.

8(1)The by-laws of a credit union shall provide for such of the following matters as are applicable but are not set out in the articles:

8(2)The by-laws of a credit union may provide for any matters in addition to those referred to in paragraphs 1(a) to (d) if the by-laws are not inconsistent with this Act or the regulations.

9(1)Where an application for incorporation is made under section 6, the Superintendent shall

9(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

9(3)The Lieutenant-Governor in Council shall approve or deny the application and shall notify the Superintendent of the decision.

9(4)The Superintendent shall

10(1)The Superintendent shall, after filing the articles of incorporation and by-laws under paragraph 9(4)(b), issue a certificate of incorporation in accordance with section 285.

10(2)The Superintendent shall give notice of the issuing of a certificate of incorporation in The Royal Gazette.

11(1)A credit union comes into existence on the date shown in the certificate of incorporation.

11(2)A certificate of incorporation is conclusive proof for the purposes of this Act and for all other purposes

12(1)The words “Credit Union” or “Caisse Populaire” or both shall be part of the name of every credit union.

12(2)Subject to section 14, a credit union may set out its name in its articles in an English form, a French form, an English form and a French form or in a combined English and French form and it may use and may be legally designated by any such form.

12(3)A credit union shall set out its name in legible characters in all contracts, invoices, negotiable instruments, orders for goods and services, advertising and other representations to the public.

12(4)Subject to section 14, a credit union may carry on business under or identify itself by a name other than its full legal name

12(5)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 name, or shall hold itself out as, or use part of its name or any other word or abbreviation suggesting, indicating or implying that it is, or is carrying on business as, a credit union.

12(6)Subsection (5) does not apply in relation to Atlantic Central or the stabilization board, to the Corporation or to any person, association or organization that is exempted from that subsection by the Superintendent.

12(6.1)Subsection (5) does not apply to a federal credit union incorporated or continued under the Bank Act (Canada).

12(7)If the Superintendent grants an exemption under subsection (6), the Superintendent may impose any terms and conditions he or she considers appropriate on the exemption.

12(8)The Superintendent may cancel an exemption granted under subsection (6).

14(1)A credit union shall not have or carry on business under a name

14(2)A credit union shall not have a name that is similar to the name of any other business, association or body corporate if the use of that name by the credit union would, in the opinion of the Superintendent, be likely to confuse or mislead, unless the business, association or body corporate consents in writing to its name being given in whole or in part to the credit union and, if required by the Superintendent, the business, association or body corporate undertakes to dissolve or to change its name within six months after the incorporation of the credit union.

14(3)Where a credit union is granted a name subject to an undertaking given under subsection (2) and the undertaking is not carried out within the specified time, the Superintendent may direct the credit union to which the name is granted to change its name to a name that complies with this Act and, if the credit union fails to comply with the directive within sixty days after the service of the directive, the Superintendent may revoke the name of the credit union and assign to it a name or number and, until changed in accordance with section 128, the name of the credit union is the name or number so assigned.

14(4)Where a credit union

14(5)Where a credit union is directed under subsection (4) to change its name and fails within sixty days after the service of the directive to change its name to a name that complies with this Act, the Superintendent may revoke the name of the credit union and assign to it a name or number and, until changed in accordance with section 128, the name or number of the credit union is the name or number so assigned.

14(6)Where a credit union has had its name revoked and a name or number assigned to it under subsection (3) or (5), the Superintendent shall issue a certificate of amendment showing the new name of the credit union and shall give notice of the change of name in The Royal Gazette.

15(1)Except as provided in this section, a person who enters into a contract in the name of or purportedly on behalf of a credit union before it comes into existence is personally bound by the contract and is entitled to the benefits of it.

15(2)A credit union may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound by it, adopt an oral or written contract made before it came into existence in its name or on its behalf, and on such adoption

15(3)Except as provided in subsection (4), whether or not an oral or written contract made before the coming into existence 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 fixing obligations under the contract as joint or joint and several or apportioning liability between or among the credit union and a person who purported to act in the name of or on behalf of the credit union and on the application the Court may make any order it thinks fit.

15(4)If expressly so provided in the oral or written contract, a person who purported to act in the name of or on behalf of the credit union before it came into existence is not bound by the contract or entitled to the benefits of it.

18(1)Subject to this Act, a credit union may carry on any business appertaining to the business of credit unions and may, without limiting the generality of the foregoing,

18(2)A credit union shall not provide any service referred to in paragraph (1)(a) or (b) to another credit union.

18(3)No credit union shall carry on any business other than that appertaining to the business of credit unions and, without limiting the generality of the foregoing, no credit union shall

18(4)Notwithstanding subsections (1) and (3) but subject to the regulations, a credit union may, in accordance with the regulations, enter into an arrangement with a financial institution or any other body corporate of a prescribed type for the provision of any service or services offered by that financial institution or other body corporate.

19(1)A credit union shall not require, directly or indirectly, that a borrower place insurance for the security of a credit union with a particular insurance agency or company.

19(2)Nothing in subsection (1) precludes a credit union

21(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.

21(2)A credit union 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.

21(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.

24(1)A credit union shall at all times have a registered office in the place within New Brunswick specified in its articles.

24(2)A notice of registered office in the form provided by the Superintendent shall be sent to the Superintendent together with any articles that designate or change the place of the registered office of the credit union.

24(3)The directors of a credit union may change the address of the registered office within the place specified in the articles.

24(4)Within fifteen days after any change of address of a credit union’s registered office, the credit union shall file a notice with the Superintendent in the form provided by the Superintendent.

26(1)A credit union shall prepare and maintain, at its registered office or, subject to subsection (2), at any other place in New Brunswick designated by the directors, records containing

26(2)Where a credit union, to the satisfaction of the Superintendent,

26(3)The Superintendent may, on such terms and conditions as the Superintendent considers appropriate, vary or revoke an authorization made under subsection (2).

27(1)The members of a credit union, their agents and legal representatives may examine the records referred to in paragraphs 26(1)(a), (b) and (c) during the normal business hours of the credit union and may take extracts from them without charge.

27(2)Where an affidavit referred to in subsection (3) is sent to the credit union, the members of a credit union, their agents and legal representatives may examine the members register referred to in paragraph 26(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 members register.

27(3)The affidavit required under subsection (2) shall

27(4)No person shall use a register for purposes not related to the affairs of the credit union.

27(5)A credit union shall make the members register available at any meeting of members for examination by the members.

27(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.

27(7)The Superintendent or any duly authorized representative of the Superintendent may examine the records of a credit union at all reasonable times without charge.

28(1)All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

28(2)A credit union and its agents shall take reasonable precautions to

29(1)The directors of a credit union may adopt a seal for the credit union, which seal shall contain the full name of the credit union in legible characters.

29(2)An instrument or agreement executed on behalf of a credit union by a director, an officer or an agent of the credit union is not invalid merely because a corporate seal is not affixed to it.

30(1)Membership shares in a credit union shall have an issue price fixed by the articles, which price shall not be less than five dollars each.

30(2)A credit union is not limited as to the number of membership shares it may issue.

30(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 such membership share.

31(1)A share in a credit union held by a member of the credit union immediately before the commencement of this subsection shall be deemed to be a membership share for the purposes of this Act.

31(2)Any amount in excess of five dollars or, if a greater amount is fixed under subsection 30(1), any amount in excess of that greater amount, held by a member of a credit union in a share deposit account immediately before the commencement of this subsection may, on the request of the member, be transferred to an account other than a share deposit account.

32(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 38 and, with the approval of the Superintendent, any other class or classes of shares.

32(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

32(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 such shares would

32(4)Membership shares shall rank behind all other classes of shares issued by the credit union and holders of membership shares shall not, upon 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.

34(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.

34(2)A credit union shall not issue a share if the proposed consideration for such share consists in whole or in part of a promissory note or a promise to pay.

35(1)A credit union shall not make any payment to purchase or redeem shares issued by it if there are reasonable grounds for believing that

35(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.

40(1.1)If, but for paragraph 39(c), a credit union would be able to make a payment of a dividend on shares held by the stabilization board, the stabilization board may authorize the payment on such terms and conditions as the stabilization board considers appropriate.

40(1.2)Liabilities of a credit union in relation to payments authorized under subsection (1), as that subsection existed immediately before its repeal, are not affected by the repeal.

40(1.3)Nothing in section 39 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.

40(3)A payment authorized under subsection (1.1) shall be disclosed in the notes to the financial statements of the credit union and the stabilization board.

40.1(1)A credit union shall not authorize or record in its books of account an accumulation of dividends on shares of the credit union, if the equity of the credit union would, if the dividends were declared, be less than that required under section 55 and the regulations.

40.1(2)Subsection (1) does not apply in relation to shares of a credit union that are held by the stabilization board.

40.1(3)Nothing in subsection (1) affects the rights, privileges, restrictions and conditions attaching to shares issued before the commencement of this subsection.

40.1(4)If, on the commencement of this section, the articles of a credit union provide that dividends may accumulate on any of the shares issued by the credit union,

44(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.

44(2)A credit union may require up to ninety days notice in writing of a member’s intention to withdraw any amount contained in the member’s deposit account.

44(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.

45(1)Except where 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, and where 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

45(2)Unless the instrument of trust permits, an amount contained in a deposit account held by a trustee in trust for a named beneficiary or otherwise may not be charged to secure a loan or obligation.

47(1)In this section

47(2)A member of a credit union may, by document, signed by the member, witnessed, and filed with the credit union, nominate a person to whom the member’s interest in the credit union is to pass and vest upon the member’s death.

47(3)The interest of the member referred to in subsection (2) shall, on the death of that member, pass and vest in the person so nominated as fully as though passed and vested during the lifetime of the member.

47(4)A member of a credit union may vary or revoke a nomination made by the member under subsection (2) by a document, signed by the member, witnessed, and filed with the credit union.

48(1)Subject to such terms, conditions, restrictions or limitations as may be established by the stabilization board and as may be prescribed, 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 stabilization board for its approval.

48(2)No loan policy of a credit union is effective until it is approved by the stabilization board.

48(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 stabilization board.

50(1)Notwithstanding 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 may not be withdrawn or redeemed unless the credit union consents.

50(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.

50(3)For the purposes of subsection (2), an indebtedness shall be deemed to be in default where

52(1)A credit union shall maintain liquid assets in accordance with the regulations.

52(2)A credit union may make investments for the purpose of meeting the requirements in relation to liquid assets only in accordance with the regulations.

59(1)When, in the opinion of the stabilization board, the stated value of the assets of a credit union is greater than their realizable value, the stabilization board may require the credit union to take such steps as the stabilization board considers necessary to ensure that the financial position of the credit union is accurately reflected in the records of the credit union.

59(2)When, in the opinion of the stabilization board, the realizable value of the assets of a credit union is less than the aggregate of its liabilities and its equity other than retained earnings, the stabilization board may

59(3)Where, in the opinion of the Superintendent, the stabilization board should take action under subsection (1) or (2) but has not done so, the Superintendent

60(1)The membership of a credit union consists of its incorporators and those persons whose applications for membership are accepted by the credit union.

60(3)A person under nineteen 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.

60(4)No credit union may be a member of another credit union.

61(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.

61(2)Notwithstanding 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.

62(1)Unless the by-laws otherwise provide, the directors may terminate the membership of a member of a credit union by a resolution passed by a majority of not less than three-quarters of the directors at a meeting called to consider the resolution.

62(2)A member whose membership is proposed to be terminated under 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 on which the membership is proposed to be terminated.

62(3)A member whose membership is proposed to be terminated under subsection (1) is entitled to appear and be heard in person or by counsel at any meeting at which the resolution is to be considered.

62(4)Within seven days after a resolution is passed in accordance with subsection (1), the credit union shall, by registered mail, notify the person whose membership is so terminated.

62(5)A person whose membership is terminated under subsection (1) may appeal the termination at the next meeting of the members of the credit union by sending a notice of appeal to the credit union within fourteen days after the notice was mailed under subsection (4).

62(6)At a meeting of members to which an appeal under subsection (5) is brought, the members shall, by a majority vote, confirm or set aside the resolution of the directors terminating the membership of a member.

62(7)The members of a credit union may terminate the membership of a member by special resolution.

62(8)A person who appeals a termination of membership in accordance with subsection (5) shall, notwithstanding the resolution terminating membership, continue to be a member of the credit union until the termination is confirmed by a meeting of members under subsection (6).

62(9)A person whose membership is terminated under this section shall not again be admitted to membership in the credit union except by a special resolution of the members at a general meeting.

63(1)A member may withdraw from a credit union on such terms and conditions as this Act and the regulations and the articles or the by-laws of the credit union may provide.

63(2)No provisions in relation to the termination of or withdrawal from membership in a credit union shall affect the provisions of any contract between a terminated or withdrawing member and the credit union and, without limiting the generality of the foregoing, no provision shall affect the term for which any person has agreed to place deposits with the credit union.

65(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.

65(2)Notwithstanding subsection (1), no by-law and no amendment or repeal of a by-law is effective until it is approved by the Superintendent.

65(3)A proposed by-law or a proposed amendment or repeal of a by-law may be sent to the Superintendent for approval before its adoption by the members of the credit union.

65(4)Where 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,

65(5)If a credit union fails to comply with subsection (4), the by-law, amendment or repeal is void.

68(1)The directors of a credit union

68(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.

70(1)Notice of the time and place of a meeting of members shall be given in accordance with the provisions of the by-laws or, in the absence of such provisions, shall be given not less than fourteen days and not more than thirty days before the meeting

70(2)If a meeting of members is adjourned by one or more adjournments for more than seven days, notice of the adjourned meeting shall be given as for an original meeting.

70(3)All business transacted

70(4)Notice of a meeting of members at which special business is to be transacted shall state

72(1)A member entitled to vote at a meeting of members may

72(2)A credit union shall set out any proposal in the notice of the meeting at which the proposal is to be presented.

72(3)If so requested by a member submitting a proposal, the credit union shall include in the notice of meeting or attach to it a statement by the member of not more than two hundred words in support of the proposal, and the name and address of the member.

72(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, but this subsection does not prevent nominations being made at any meeting of members.

72(5)A credit union is not required to comply with subsections (2) and (3)

72(6)No credit union or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.

72(7)If a credit union refuses to include a proposal in a notice of meeting, the credit union shall, within ten days after receiving the proposal, notify the member submitting the proposal of its intention to omit the proposal from the notice of meeting and send to the member a statement of the reasons for the refusal.

72(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 or further order it considers appropriate.

72(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 meeting, and the Tribunal, if it is satisfied that subsection (5) applies, may make any order it considers appropriate.

72(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 counsel.

73(1)Unless the by-laws otherwise provide, a number of members equal to the number of directors plus five, constitutes a quorum.

73(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, notwithstanding that a quorum is not present throughout the meeting.

73(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 time and place but may not transact any other business.

74(1)Subject to section 69, a member of a credit union who is nineteen years of age or over, may vote at a meeting of members.

74(2)Subject to subsection (1) and subsection 85(2.1), a member of a credit union has only one vote on any question that may be voted on at a meeting of members.

75(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 of the credit union.

75(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.

80(1)Unless the by-laws otherwise provide, voting at a meeting of members of a credit union shall be by show of hands except where a ballot is demanded by a member entitled to vote at the meeting.

80(2)A member may demand a ballot either before or after a vote by show of hands and the result of the ballot shall be the decision of the members.

81(1)Twenty-five members who have the right to vote at a meeting sought to be held or such other number of members or percentage of members as the by-laws may provide, may, by written requisition, require the directors to call a special meeting of members for the purposes stated in the requisition.

81(2)The requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more members, shall state the business to be transacted at the meeting and shall be sent to the registered office of the credit union.

81(3)On receiving the requisition referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the requisition, unless the business of the meeting as stated in the requisition includes a matter described in paragraphs 72(5)(b) to (e).

81(4)If the directors do not within thirty days after receiving the requisition referred to in subsection (1) call a meeting, any member who signed the requisition may apply to the Tribunal for an order calling a meeting and directing the manner of conducting the meeting.

81(5)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.

81(6)Unless the members otherwise resolve at a meeting called under subsection (4), the credit union shall reimburse the members for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

81(7)An applicant under subsection (4) shall give the Superintendent notice of the application and the Superintendent is entitled to appear and be heard in person or by counsel.

82(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 thinks fit, the Superintendent may order a meeting to be called, held and conducted in such manner as the Superintendent directs.

82(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.

82(3)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.

83(1)A credit union shall in its by-laws establish a fixed number of directors, which number shall not be fewer than seven.

83(2)The directors of a credit union shall

84.1(1)Atlantic Central may approve director training programs and enter into agreements and other arrangements with persons to provide the programs.

84.1(2)If required to do so by Atlantic Central, the following persons shall, within the period specified by Atlantic Central, complete a director training program approved under subsection (1):

85(1)A director named in the articles of a credit union holds office from the issue of the certificate of incorporation until the first meeting of members.

85(2)At the first meeting of the members of a credit union and at each succeeding annual meeting of the members at which an election of directors is required, the members of the credit union shall, subject to subsection (2.1), elect directors by ordinary resolution.

85(2.1)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.

85(2.2)A director shall hold office for a term, not to exceed three years, that is established in the by-laws of the credit union.

85(3)Subject to the by-laws of the credit union and subsection (6.3), 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.

85(3.1)A person who has served as a director for a period of 9 consecutive years, or, as a result of the application of subsection (6) or the combined effect of subsections (6.1) and (6.3) or (6.2) and (6.3), for a period of more than 9 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.

85(4)It is not necessary that all directors elected at a meeting of members hold office for the same term.

85(5)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.

85(6)Notwithstanding 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.

85(6.1)If a credit union is the result of an amalgamation of two or more credit unions under subsection 133(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 (3) as time served as a director of the amalgamated credit union.

85(6.2)If a credit union acquires or has acquired all or substantially all of the property of another credit union under section 139, 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 (3) as time served as a director of the credit union that made the acquisition.

85(6.3)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 (3) is considered to have expired on or before the commencement of this subsection as a result of the application of subsection (6.1) or (6.2), the director may complete that term of office as if the nine-year period had not expired.

86(1)A director of a credit union ceases to hold office when the director

86(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.

87(1)The members of a credit union may by ordinary resolution at a special meeting remove any director from office.

87(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 under section 89.

89(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.

89(2)If the members fail to elect the required number of directors at a meeting, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

89(3)If there is a failure to elect the required number of directors at a meeting of members, the directors then in office shall immediately 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.

89(4)The articles or by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members.

89(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.

90(1)Within fifteen days after a change of directors occurs, a credit union shall send to the Superintendent a notice in the form provided by the Superintendent setting out the change and the Superintendent shall file the notice.

90(2)Any interested person or the Superintendent may apply to the Tribunal for an order requiring a credit union to comply with subsection (1), and on the application the Tribunal may so order and make any further order it considers appropriate.

90(3)A director named in the articles or in a notice sent by the credit union to the Superintendent under subsection (1) is presumed for the purposes of this Act to be a director of the credit union.

91(1)Unless the articles or by-laws otherwise provide, the directors of a credit union may meet at such place and on such notice as the directors may determine.

91(2)Unless the articles or by-laws otherwise provide, a majority of the directors constitutes a quorum at any meeting of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

91(3)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

91(4)A director may in any manner 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 where 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.

91(5)Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

93(1)The directors of a credit union may appoint committees and may delegate to those committees any of the powers of the directors.

93(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.

93(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.

93(4)Notwithstanding subsection (1), no committee appointed by the directors has authority to

96(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

96(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.

97(1)Directors of a credit union who vote for or consent to a resolution authorizing a payment contrary to section 35 or 39 or the payment of an indemnity contrary to section 105 are jointly and severally liable to restore to the credit union any amount so paid and not otherwise recovered by the credit union.

97(2)Where a loan is made by a credit union to any member in violation of this Act or the regulations, the person receiving 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.

97(3)A director, an officer or a member of a committee who satisfies a judgment rendered under this section is entitled to contribution from all other persons who by virtue of this Act are also liable.

97(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 improperly paid or distributed to the member or other recipient.

97(5)An action to enforce a liability imposed by subsection (1) or (2) may not be commenced after two years after the date of the resolution authorizing the thing complained of.

99(1)In this section and section 100

99(2)In this section and section 100, without limiting those matters which may be considered to be material in nature,

99(3)A director or an officer shall be deemed to have a material interest in any material contract in which any of the following persons is a party or in which any of them have a material interest:

99(4)A director or an officer shall be deemed to have a material interest in any material contract involving another person where the director or officer is

100(1)A director or an officer of a credit union who

100(2)The disclosure required by subsection (1) shall be made, in the case of a director,

100(3)The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

100(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 disclose in writing to the credit union or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest immediately after the director or officer becomes aware of the contract or proposed contract.

100(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 is

100(6)For the purposes of this section, a general notice to the directors by a director or an officer, declaring that he or she is a director or an officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made.

100(7)A director or an officer referred to in subsection (1) is liable to account for any profit made on the contract, unless

100(8)Where 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 a member of the credit union, set aside the contract on such terms as it thinks fit.

100(9)Notwithstanding anything in this section, a director or an officer is not liable to account to the credit union or its members for any profit made on the contract

100(10)A material contract that exceeds a prescribed amount or is of a prescribed type is not effective unless it is approved by the stabilization board.

103(1)Every director and officer of a credit union, in exercising the powers and discharging the duties of a director or an officer, shall

103(2)Every director and officer of a credit union shall comply with this Act, the regulations, the articles and the by-laws of the credit union.

103(3)No provision in a contract, the articles, the by-laws or a resolution relieves a director or an officer from the duty to act in accordance with this Act and the regulations or relieves the director or officer from liability for a breach of them.

103(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.

104(1)A director who is present at a meeting of directors shall be deemed to have consented to any resolution passed or action taken at the meeting, unless the director

104(2)A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

104(3)A director who was not present at a meeting at which a resolution was passed or an action was taken shall be deemed to have consented to any resolution passed or action taken, unless within seven days after becoming aware of the resolution the director

104(4)A director who relies in good faith on

105(1)Except in relation to an action by or on behalf of the credit union or body corporate to procure a judgment in its favour, or by or on behalf of the Superintendent or the stabilization board under section 251, in which cases the approval of the Court must first be obtained, a credit union may indemnify a director or an officer of the credit union or a person who acts or acted at the credit union’s request as a director or an officer of a body corporate of which the credit union is or was a member, shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in relation to any civil, criminal or administrative action or proceeding to which he or she 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 or officer

105(2)Notwithstanding anything in this section, a person referred to in subsection (1) is entitled to indemnity from the credit union in relation to 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

105(3)A credit union may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by that person

105(4)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 it thinks fit.

105(5)An applicant under subsection (4) shall give the Superintendent and the stabilization board notice of the application and the Superintendent and the stabilization board are entitled to appear or be represented and be heard in person or by counsel.

105(6)On an application under subsection (4), the Court may order notice to be given to any interested person and that person is entitled to appear or be represented and be heard in person or by counsel.

107(1)A credit union shall, within four months after the end of each fiscal year, complete and file a return with the Superintendent showing, as of the end of the preceding fiscal year,

107(2)The return shall be on a form provided by the Superintendent and shall be signed and the contents of it shall be certified to be true by a director or an officer of the credit union.

107(3)In addition to the return required under subsection (1), the Superintendent may, at any time, require a credit union to file, within such time as the Superintendent specifies, an additional return containing such other information as the Superintendent may require.

108(1)The directors of a credit union shall place before the members at every annual meeting

108(2)The financial statements required under subsection (1) shall, except as otherwise required by 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 Handbook of the Canadian Institute of Chartered Accountants.

108(3)A copy of the documents placed before the members under subsection (1) shall be filed with the Superintendent and the stabilization board within fourteen days after the annual meeting.

112(1)The directors of a credit union shall disclose to the members at every annual meeting

112(2)Within fourteen days after the annual meeting of a credit union, the directors of a credit union shall disclose to the Superintendent and the stabilization board such information as they are required to disclose under subsection (1) to the members of the credit union.

113(1)At the annual meeting of a credit union, the members shall, subject to subsection (3), appoint an auditor for the credit union.

113(1.1)An appointment of an auditor made under subsection (1), on or after the commencement of this subsection, is not effective until approved by the Superintendent.

113(1.11)Subject to subsection 115(1) and to the approval of the Superintendent and notwithstanding subsection 113(1), the office of auditor for a credit union resulting from an amalgamation of two or more credit unions under subsection 133(1) shall be held by the person proposed for appointment to the office in the amalgamation agreement adopted under subsection 135(3) from the effective date of the amalgamation until the first annual meeting of the amalgamated credit union.

113(1.2)The Superintendent, in determining whether or not to approve an appointment or whether or not to give an approval under subsection (1.11), shall take into account the qualifications referred to in subsection (3) and any other matters that the Superintendent considers relevant.

113(2)Subject to subsection (2.01), the remuneration of an auditor may be fixed by ordinary resolution of the members or, if not so fixed, shall be fixed by the directors.

113(2.01)The remuneration of an auditor holding office under subsection (1.11) shall be as proposed in the amalgamation agreement adopted under subsection 135(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.

113(3)An individual or firm of accountants is qualified to be an auditor of a credit union if

113(4)For the purposes of this section,

113(5)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.

113(6)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 (8), resign immediately after becoming aware that the auditor is disqualified.

113(7)Notwithstanding subsection (8), 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.

113(8)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 such terms as the Superintendent thinks fit, which order may have retroactive effect.

114(1)The members of a credit union may at a special meeting remove from office any auditor appointed by them or any auditor holding office under subsection 113(1.11).

114(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.

114(3)Notice of a meeting called for the purpose of removing an auditor from office shall be given to the stabilization board and the Superintendent, and the stabilization board and the Superintendent are entitled to appear or be represented and be heard in person or by counsel.

115(1)An auditor of a credit union ceases to hold office on

115(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.

116(1)Subject to subsection (3), the directors shall immediately fill a vacancy in the office of auditor.

116(2)If there is not a quorum of directors, the directors then in office shall, within twenty-one 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.

116(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.

116(3.1)Notwithstanding anything in this section, an appointment of an auditor, on or after the commencement of this subsection, to fill a vacancy is not effective until approved by the Superintendent.

116(4)An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor’s predecessor.

117(1)If a credit union does not have an auditor, the Superintendent may appoint and fix the remuneration of an auditor and the auditor so appointed holds office until an auditor is appointed by the members and that appointment is approved by the Superintendent.

117(2)The remuneration of an auditor appointed under subsection (1) shall be paid by the credit union.

118(1)The auditor of a credit union shall receive notice of every meeting of members and of the audit committee and is entitled to attend and be heard at those meetings on matters relating to the auditor’s duties.

118(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.

118(3)A director or member who gives a notice under subsection (2) shall send concurrently a copy of the notice to the credit union.

118(4)No auditor or former auditor of a credit union shall fail to comply with subsection (2) without reasonable cause.

119(1)An auditor who

119(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 118(1).

119(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 reason why the auditor is to be replaced.

119(4)Notwithstanding subsection (3), a person otherwise qualified may accept an appointment or consent to be appointed as auditor of a credit union if, within fifteen days after making the request referred to in that subsection, no reply is received.

119(5)Unless subsection (4) applies, the appointment as auditor of a credit union of a person who has not complied with subsection (3) is void.

120(1)The auditor of a credit union shall make such examinations as the auditor considers necessary to enable the auditor to report on the financial statements referred to in subsection 108(1) and on any other financial statement required by this Act or the regulations or the articles or by-laws of the credit union to be placed before the members of a credit union.

120(2)The auditor’s examination referred to in subsection (1) shall, except as otherwise required by 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 Handbook of the Canadian Institute of Chartered Accountants.

121(1)On the demand of the auditor of a credit union, the present or former directors, officers, committee members, employees or agents of the credit union shall furnish such

121(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 any subsidiary of the credit union and furnish to the auditor any information or explanations that the present or former directors, officers, employees and agents of the subsidiary are reasonably able to furnish and that, in the opinion of the auditor, are necessary to enable the auditor to make the examination and report required under subsection 120(1).

122(1)The auditor of a credit union shall make a report in writing

122(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 such 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

123(1)A director or an officer of a credit union shall immediately on becoming aware of any error or misstatement in a financial statement on which the auditor or a former auditor has reported notify the audit committee and the auditor accordingly.

123(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 has reported shall, if in the auditor’s opinion the error or misstatement is material, notify each director accordingly.

123(3)Where under subsection (2) the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall

123(4)No director or officer of a credit union shall knowingly fail to comply with subsection (1) or (3).

124(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 conditions 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, without limiting the generality of the foregoing, the auditor shall, as occasion requires, make a report to the directors where

124(2)The auditor shall make a report under subsection (1) immediately upon becoming aware of any circumstances described in that subsection and shall send a copy of the report to the stabilization board and to the Superintendent.

124(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.

125(1)The stabilization board may, at any time in writing and shall in writing when so required by the Superintendent, require that the auditor of a credit union report to the stabilization board and Superintendent on the extent of the auditor’s procedures in the examination of the financial statements of the credit union and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case.

125(2)The stabilization board may, at any time in writing and shall in writing when so required by the Superintendent, require that the auditor of a credit union make a particular examination relating to the adequacy of the procedures adopted by the credit union for the safety of its creditors and members, or any other examination that, in the opinion of the stabilization board and Superintendent, the public interest may require.

125(3)The auditor of a credit union shall comply with any requirements of the stabilization board or the Superintendent under subsection (1) or (2) and shall make a report to the stabilization board and to the Superintendent in relation to the requirements immediately after complying with them.

125(4)Any costs or expenses incurred in relation to the requirements of the stabilization board or the Superintendent under subsection (1) or (2) shall be borne by the credit union.

128(1)Subject to section 130, a credit union may amend its articles by special resolution of its members.

128(2)Notwithstanding subsection (1), the articles of a credit union containing a clerical error may be amended by resolution of the directors or by ordinary resolution of the members to correct the error.

128(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 upon without further approval of the members.

131(1)An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

131(2)No amendment to the articles of a credit union affects any existing cause of action, claim or liability to prosecution in favour of or against the credit union or any of its directors, committee members or officers, or any civil, criminal or administrative action or proceeding to which the credit union or any of its directors, committee members, or officers is a party.

132(1)The credit union may at any time, and shall when so directed by the Superintendent, restate the articles of incorporation as amended.

132(2)Restated articles of incorporation in the form provided by the Superintendent shall be sent to the Superintendent.

132(3)On receipt of restated articles of incorporation, the Superintendent shall issue a restated certificate of incorporation in accordance with section 285.

132(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.

133(1)Two or more credit unions may amalgamate and continue as one credit union.

133(2)A credit union that is placed under supervision in accordance with Part XV shall not amalgamate except in accordance with that Part.

134(1)Credit unions proposing to amalgamate shall enter into an agreement with each other setting out the terms and means of effecting the amalgamation and, in particular, the agreement shall set out the following:

135(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.

135(2)A notice of a meeting of members shall be sent in accordance with section 70 to each member of each amalgamating credit union and shall include or be accompanied by a copy or summary of the amalgamation agreement.

135(3)An amalgamation agreement is adopted when the members of each amalgamating credit union have approved the amalgamation by a special resolution.

135(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.

136(1)Subject to subsection 135(4), after an amalgamation agreement has been adopted under subsection 135(3), articles of amalgamation in the form provided by the Superintendent shall be sent to the Superintendent.

136(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

136(3)The Superintendent may exempt a credit union from the requirements of paragraph (2)(a) if the stabilization board consents to the amalgamation.

136(4)For the purposes of subsection (2), adequate notice is given if

138(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 285.

138(2)On the date shown in the certificate of amalgamation,

139(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.

139(2)Where 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 70 to each member and shall include or be accompanied by a copy or summary of the agreement of sale, lease or exchange.

139(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 and may fix or authorize the directors to fix any of the terms and conditions of it.

139(4)A sale, lease or exchange referred to in subsection (1) is adopted when the members have approved the sale, lease or exchange.

139(5)The directors of a credit union may, if so authorized by the members approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the members.

140(1)The credit union shall, before the completion of a sale, lease or exchange referred to in section 139, obtain the approval of the Superintendent.

140(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

140(3)For the purposes of subsection (2), adequate notice is given if

141(1)In this section

141(2)If a credit union is subject to a reorganization, its articles may be amended by the order to effect any change that might lawfully have been made by an amendment under section 128.

141(3)Where a reorganization is made, the Court may also

141(4)After a reorganization has been made, articles of reorganization in the form provided by the Superintendent shall be sent to the Superintendent.

141(5)On receipt of articles of reorganization, the Superintendent shall file the articles and issue a certificate of amendment in accordance with section 285.

141(6)A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.

142(1)A credit union that has not issued any shares may be dissolved at any time by resolution of all the directors.

142(2)A credit union that has no property and no liabilities may be dissolved by special resolution of the members.

142(3)A credit union that has property or liabilities or both may be dissolved by special resolution of the members if