7(1)A person that is not incorporated or continued as a credit union under this Act shall not carry on the business of a credit union in the Province.

7(2)Despite subsection (1), an extra-provincial credit union may carry on its business in the Province in accordance with section 25.

8(1)Ten or more individuals may apply for incorporation as a credit union in accordance with subsection (2) as long as none of them

8(2)An application for incorporation as a credit union shall be made to the Superintendent on a form provided by the Superintendent and shall be accompanied by the following: 

9(1)Articles of incorporation shall be on a form provided by the Superintendent and shall set out, in relation to the proposed credit union,

9(2)The articles may set out provisions permitted by this Act to be set out in the by-laws of the credit union.

10(1)The by-laws of a credit union shall provide for any of the following matters that are applicable but are not set out in the articles:

10(2)The by-laws of a credit union may provide for matters in addition to those matters referred to in paragraphs (1)(a) to (h) if the by-laws are not inconsistent with this Act or the regulations.

11(1)If an application for incorporation as a credit union is made under section 8, the Superintendent shall

11(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

11(3)The Lieutenant-Governor in Council shall approve or deny the application and shall notify the Superintendent in writing of the decision.

11(4)The Superintendent shall

12(1)After filing the articles of incorporation and by-laws under paragraph 11(4)(b), the Superintendent shall issue a certificate of incorporation in accordance with section 273.

12(2)The Superintendent shall publish in The Royal Gazette notice of the issue of the certificate of incorporation.

13(1)A credit union comes into existence on the date shown in the certificate of incorporation.

13(2)A certificate of incorporation is, in the absence of evidence to the contrary, proof

14(1)The legal name of a credit union shall contain the words “Credit Union”, “Caisse Populaire” or both of these words as part of its legal name.

14(2)Subject to section 17, a credit union may adopt in its articles a legal name consisting of a separated or combined French and English form and may be legally designated by either the French or English form of its legal name or both forms.

18(1)The Superintendent may order a credit union to change its legal or business name to comply with this Act if the credit union, through inadvertence or otherwise, acquires a legal or business name that does not meet the requirements set out in section 17.

18(2)If a credit union fails to comply with an order under subsection (1) within 60 days after the date of the order, the Superintendent may revoke the legal name of the credit union and assign a name or number to it and, until the legal name is changed in accordance with section 143, the legal name of the credit union is the name or number assigned by the Superintendent.

18(3)If the Superintendent assigns a name or number to a credit union under subsection (2), the Superintendent shall issue a certificate of amendment showing the new legal name of the credit union and shall publish in The Royal Gazette notice of the change of legal name.

19(1)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 legal name or business name, or shall hold itself out as, or use part of its legal or business name or any other word or abbreviation suggesting, indicating or implying that it is, or is carrying on business as, a credit union.

19(2)If a person violates or fails to comply with subsection (1), the Superintendent may order that person to comply with the subsection.

19(3)Subsection (1) does not apply to any of the following:

19(4)If the Superintendent grants an exemption under paragraph (3)(c), the Superintendent may impose any terms and conditions the Superintendent considers appropriate on the exemption.

19(5)The Superintendent may cancel an exemption granted under paragraph (3)(c).

22(1)Except as provided in this section, a person who enters into an oral or written contract in the name of or purportedly on behalf of a credit union before its incorporation is personally bound by the contract and is entitled to its benefits.

22(2)A credit union may, within a reasonable time after it is incorporated, by any action or conduct signifying its intention to be bound by the contract, adopt a contract made in its name or on its behalf before its incorporation and, on the adoption,

22(3)Subject to subsection (4), whether or not a contract made before the incorporation 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 respecting the nature and extent of the obligations and liability under the contract referred to in subsection (1) and, on the application, the Court may make any order it considers appropriate.

22(4) If expressly provided in the contract, a person who entered into the contract in the name of or purportedly on behalf of the credit union before its incorporation is not bound by the contract or entitled to its benefits.

26(1)Subject to this Act and the regulations, a credit union may carry on any business appertaining to the business of credit unions, including: 

26(2)Subject to this Act and the regulations, a credit union may, with the approval of the Superintendent, provide any financial service offered by a financial institution or a prescribed type of body corporate if the credit union

26(3)No credit union shall provide any service referred to in subsection (1) or (2) to another credit union.

26(4)No credit union shall, except as permitted in paragraphs (2)(a) and (b),

27(1)Subject to the approval of the Superintendent and any terms and conditions the Superintendent may impose by order, a credit union may establish or acquire a subsidiary if

27(2)The Superintendent may, by order and subject to any terms and conditions the Superintendent may impose, deem a body corporate to be, for the purposes of this Act, a subsidiary if its business activities are substantially similar to those of financial institution or a prescribed type of body corporate.

27(3)For the purposes of this Act, a deemed subsidiary may include a body corporate that is owned collectively by a group composed of credit unions even if none of the credit unions holds a controlling interest in the body corporate.

27(4)If the Superintendent refuses to approve the establishment or acquisition of a subsidiary, the Superintendent shall give notice of his or her decision to the credit union.

27(5)The Superintendent may revoke the approval of the establishment or acquisition of a subsidiary if

27(6)On a revocation of an approval, the credit union shall divest itself of the investment in accordance with the order effecting the revocation.

27(7)A credit union shall ensure that the total book value of investments held by the credit union in subsidiaries of the credit union and of guarantees by the credit union of the obligations of the subsidiaries does not exceed the prescribed percentage of the regulatory capital of the credit union.

28(1)No credit union shall require, directly or indirectly, that a borrower place insurance for the security of a credit union with a particular insurance agency or company.

28(2)Nothing in subsection (1) precludes a credit union from

30(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.

30(2)No credit union shall

30(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.

33(1)A credit union shall at all times have a registered office in the place within the Province specified in its articles.

33(2)A credit union shall file with the Superintendent a notice of registered office in the form provided by the Superintendent together with any articles that designate the place of the registered office of the credit union.

33(3)If a credit union changes the place of its registered office as indicated in its articles, the credit union shall file with the Superintendent a notice of registered office in the form provided by the Superintendent together with any articles that change the place of the registered office of the credit union.

33(4)The directors of a credit union may change the address of the registered office within the place specified in the articles.

33(5)Within 15 days after any change of address of a credit union’s registered office, the credit union shall file with the Superintendent a notice in the form provided by the Superintendent.

34(1)A credit union shall notify the Superintendent in writing within 15 days after its board of directors decides

34(2)Unless a credit union is under supervision in accordance with Part 14, the credit union shall notify the Superintendent in writing within 15 days after its board of directors decides to close a branch office.

35(1)A credit union shall prepare and maintain at its registered office, or at any other place in the Province designated by the directors and approved by the Superintendent under subsection (2), records, including

35(2)The Superintendent may, on any terms and conditions the Superintendent considers appropriate, approve a place in the Province other than the registered office of the credit union as a place at which the credit union may keep the records referred to in subsection (1) if the credit union, to the satisfaction of the Superintendent,

35(3)The Superintendent may vary any of the terms and conditions of an approval made under subsection (2) or revoke the approval.

36(1)A credit union shall obtain the written authorization of a member before including the member’s name and address in the register of members that is available for examination in accordance with section 37.

36(2)No credit union shall disclose the name or address of a member who does not give the authorization referred to in subsection (1).

37(1)The members of a credit union, their agents and legal representatives may examine the records referred to in paragraphs 35(1)(a), (b) and (c) during the normal business hours of the credit union and may make copies or take extracts from them without charge.

37(2)Subject to subsection 36(2), if an affidavit referred to in subsection (3) is sent to a credit union, the members of the credit union, their agents and legal representatives may examine the register of members referred to in paragraph 35(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 register of members.

37(3)The affidavit shall

37(4)No person shall use the register of members for purposes not related to the affairs of the credit union.

37(5)Subject to subsection 36(2), a credit union shall make the register of members available at any meeting of members for examination by the members.

37(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.

37(7)The Superintendent may, at all reasonable times, examine the records of a credit union free of charge.

38(1)Any record required to be prepared and maintained by a credit union under this Act shall be kept by the credit union in any form, provided that the record is capable of being reproduced in intelligible written form within a reasonable time.

38(2)A credit union and its agents shall take reasonable precautions to

39(1)The directors of a credit union may adopt a corporate seal and change one that is adopted.

39(2)An instrument or agreement executed on behalf of a credit union is not invalid merely because a corporate seal is not affixed to the instrument or agreement.

40(1)Membership shares in a credit union shall have an issue price fixed by the articles, which price shall not be less than $5 each.

40(2)A credit union is not limited as to the number of membership shares it may issue.

40(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 membership share.

41(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 47 and, with the approval of the Superintendent, any other class or classes of shares.

41(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

41(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 the shares would

41(4)Membership shares shall rank behind all other classes of shares issued by the credit union and holders of membership shares shall not, on 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.

43(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.

43(2)A credit union shall not issue a share if the proposed consideration for the share consists in whole or in part of a promissory note or a promise to pay.

44(1)No credit union shall make a payment to purchase or redeem shares issued by it if there are reasonable grounds for believing that

44(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.

49(1)If, but for paragraph 48(c), a credit union would be able to make a payment of a dividend on shares held by the Corporation, the Corporation may authorize the payment on the terms and conditions the Superintendent considers appropriate.

49(2)Nothing in section 48 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.

49(3)A payment authorized under subsection (1) shall be included in the notes to the financial statements of the credit union and the Corporation.

50(1)A credit union shall not authorize or record in its books of account an accumulation of dividends on shares in the credit union, if the regulatory capital of the credit union would, if the dividends were declared, be less than that required under section 64 and the regulations.

50(2)Subsection (1) does not apply in relation to shares in a credit union that are held by the Corporation.

50(3)Nothing in subsection (1) affects the rights, privileges, restrictions and conditions attaching to shares issued before the commencement of this subsection.

54(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.

54(2)A credit union may require up to 90 days’ notice in writing of a member’s intention to withdraw any amount contained in the member’s deposit account.

54(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.

56(1)Unless 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.

56(2)If 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 in whose name the account stands or who is, according to the document creating the trust, entitled to deal with the trust is, despite the trust, sufficient authorization to and a valid and binding discharge of the credit union and the credit union is not bound to see to the application of any money paid in relation to the cheque, bill of exchange, withdrawal slip or receipt.

56(3)Unless the document creating the trust permits, an amount contained in a deposit account held in trust for a beneficiary shall not be charged to secure a loan or obligation.

57(1)If a member of a credit union dies and the credit union makes a payment of an amount not exceeding the prescribed amount payable from the amount on deposit in the name of the deceased to the person that the credit union is satisfied is entitled to receive the amount, the payment discharges any obligation of the credit union and its board of directors in respect of and to the extent of the amount paid even if the payment is made without letters probate or letters of administration being taken out.

57(2)Subsection (1) applies only if the credit union pays the amount in good faith and the credit union receives, before the payment,

57(3)Nothing in this section prevents the credit union from requiring additional documentation or evidence as the credit union considers appropriate.

57(4)Subsection (1) does not affect any right of a person claiming to be entitled to recover the amount from the person to whom it was paid.

57(5)For greater certainty, this section does not prevent a credit union from making a payment or transfer as otherwise allowed or required by law.

58(1)Subject to any prescribed terms, conditions, restrictions or limitations and any terms, conditions, restrictions or limitations established by the Superintendent, 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 Superintendent for approval.

58(2)No loan policy of a credit union is effective until it is approved by the Superintendent.

58(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 Superintendent.

59(1)A credit union may issue a note under which the indebtedness evidenced is subordinated in right of payment to all other indebtedness not evidenced by a subordinated note if the note meets each of the following requirements:

59(2)A credit union or person acting on behalf of a credit union, in any offering, circular, advertisement, correspondence or literature relating to a subordinated note issued or to be issued, shall not refer to the subordinated note otherwise than as a subordinated note, and the credit union or person acting on behalf of the credit union, as the case may be, shall indicate clearly in the offering, circular, advertisement, correspondence or literature that the money borrowed by way of the issue of the subordinated note is not a deposit that is insured by the Corporation.

60(1)Despite 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 shall not be withdrawn or redeemed unless the credit union consents.

60(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.

60(3)For the purposes of subsection (2), an indebtedness shall be deemed to be in default when

61(1)A credit union shall adopt and maintain a liquidity management plan that is approved by its board of directors and that meets the prescribed requirements relating to liquidity.

61(2)A credit union shall maintain liquid assets in accordance with the regulation and with its liquidity management plan.

61(3)A credit union may make investments for the purpose of meeting the requirements in relation to liquid assets only in accordance with the regulations.

64(1)A credit union shall adopt a capital management plan that is approved by its board of directors and that meets the prescribed requirements.

64(2)A credit union shall, in addition to the allowance referred to in section 63, maintain a level of regulatory capital in accordance with the regulations.

64(3)Despite any other provision in this Act or the regulations, the Superintendent may issue an order that the credit union maintain additional levels of regulatory capital if the Superintendent is of the opinion that it is in the public interest to do so.

68(1)When, in the opinion of the Superintendent, the stated value of the assets of a credit union is greater than their realizable value, the Superintendent may require the credit union to take any steps the Superintendent considers necessary to ensure that the financial position of the credit union is accurately reflected in the records of the credit union.

68(2)When, in the opinion of the Superintendent, the realizable value of a credit union’s assets is less than the aggregate of its liabilities and its regulatory capital other than retained earnings, the Superintendent may

69(1)The membership of a credit union consists of its incorporators and those persons whose applications for membership are accepted by the credit union.

69(2)A person under 19 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.

69(3)No credit union may be a member of another credit union.

70(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.

70(2)Despite 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.

71(1)Unless the by-laws otherwise provide, the directors of a credit union may terminate the membership of a member by a resolution passed by a majority of not less than three-quarters of the directors at a meeting called to consider the resolution.

71(2)A member referred to in 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 for termination, and the member is entitled to appear and be heard in person or by legal counsel at the meeting.

71(3)Despite section 266, the credit union shall, within seven days after a resolution is passed in accordance with subsection (1), give written notice of the resolution to the person whose membership is terminated by sending the notice by registered mail to the person’s latest address as shown in the records of the credit union and the notice shall be deemed to have been received by the person to whom it was sent, on the earlier of the seventh day after mailing and the day its receipt was acknowledged in writing by the person to whom it was sent or by a person accepting it on that person’s behalf.

71(4)A person whose membership is terminated under subsection (1) may appeal the decision of the directors at the next meeting of the members of the credit union by sending a written notice of appeal to the credit union within 14 days after the notice was received.

71(5)At a meeting of members to which an appeal under subsection (4) is brought, the members shall, by a majority vote, confirm or set aside the resolution of the directors terminating the membership of a member.

71(6)A person who appeals the termination of the person’s membership in accordance with subsection (4) shall, despite the resolution of the directors terminating the membership, continue to be a member of the credit union unless the members at a meeting of members referred to in subsection (5) confirm the termination of the person's membership.

76(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.

76(2)Despite subsection (1), no by-law and no amendment or repeal of a by-law is effective until it is approved by the Superintendent.

76(3)A proposed by-law or a proposed amendment or repeal of a by-law may be provided to the Superintendent for approval before its adoption by the members of the credit union.

76(4)If 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,

76(5)If a credit union fails to comply with subsection (4), the by-law or the amendment or repeal of the by-law is void.

79(1)The directors of a credit union

79(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.

81(1)Notice of a meeting of members shall state the date, time and place of the meeting and be given to each member entitled to vote at the meeting and to the auditor of the credit union not less than 14 days and not more than 30 days before the meeting.

81(2)If a meeting of members is adjourned by one or more adjournments for a total of more than seven days, notice of the adjourned meeting shall be given in the same manner as notice was given for the original meeting.

81(3)All business transacted at the following meetings shall be deemed to be special business:

81(4)Notice of a meeting of members at which special business is to be transacted shall state: 

83(1)A member entitled to vote at a meeting of members may

83(2)A credit union shall include in the notice of the meeting or attach to it any proposal which is to be presented.

83(3)If so requested by a member submitting a proposal, the credit union shall include in the notice of a meeting or attach to it a statement by the member of not more than 200 words in support of the proposal, and the name and address of the member.

83(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.

83(5)A credit union is not required to comply with subsections (2) and (3)

83(6)No credit union or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in support of a proposal in compliance with this section.

83(7)If a credit union refuses to include a proposal in a notice of a meeting, the credit union shall, within ten days after receiving the proposal, give notice to the member submitting the proposal of its intention to omit the proposal from the notice of a meeting, together with a statement of the reasons for the refusal.

83(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 order the Tribunal considers appropriate.

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

83(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 legal counsel.

84(1)Unless the by-laws otherwise provide, a number of members equal to the number of directors plus five constitutes a quorum at a meeting of members.

84(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, despite that a quorum is not present throughout the meeting.

84(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 date, time and place but shall not transact any other business.

85(1)Subject to section 80, a member of a credit union who is 18 years of age or over may vote at a meeting of members.

85(2)Subject to subsection (1), 86(3) and 96(3), a member of a credit union has only one vote on any question that may be voted on at a meeting of members.

86(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.

86(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.

86(3)Nothing prevents an individual authorized under subsection (1) to vote in the individual’s own capacity as a member and as the representative of a body corporate or association.

91(1)Five percent of members who are entitled to vote at a meeting of members sought to be held or 250 members entitled to vote at that meeting, whichever represents the lower number of members, may request in writing that the directors call a special meeting of members for the purposes stated in the request.

91(2)The request referred to in subsection (1), which may consist of several documents of similar form each signed by one or more members, shall state the business to be transacted at the meeting and shall be sent to the credit union.

91(3)On receiving the request referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the request, unless the business of the meeting as stated in the request includes a matter described in paragraphs 83(5)(b) to (e).

91(4)If the directors do not within 30 days after receiving the request referred to in subsection (1) call a meeting, any member who signed the request may apply to the Superintendent for an order calling a meeting to be held within the period and in the manner the Superintendent determines appropriate.

91(5)If the directors call a meeting within 30 days after receiving the request referred to in subsection (1) but do not hold or conduct the meeting in a timely manner, any member who signed the request may apply to the Superintendent for an order calling a meeting to be held within the period and in the manner the Superintendent determines appropriate.

91(6)An order issued by the Superintendent under subsection (4) or (5) is final and not subject to appeal to the Tribunal.

91(7)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.

91(8)Unless the members otherwise resolve at a meeting called under subsection (4) or (5), the credit union shall reimburse the members for the expenses reasonably incurred by them in requesting, calling, holding and conducting the meeting.

92(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 considers appropriate, the Superintendent may order a meeting to be called, held and conducted in any manner the Superintendent directs.

92(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.

92(3)A meeting called, held and conducted in accordance with this section is for all purposes a meeting of members duly called, held and conducted.

93(1)A credit union shall in its by-laws establish a fixed number of directors, which number shall not be fewer than seven.

93(2)The directors of a credit union shall

94(1)Subject to subsection (2), the following persons are disqualified from being a director of a credit union:

94(2)A credit union may in its by-laws establish a percentage of directors who are not members of the credit union, which percentage shall be no greater than 25% of the total number of directors.

95(1)Atlantic Central may approve director training programs and enter into agreements and other arrangements with persons to provide the programs.

95(2)The following persons shall, within the period specified by Atlantic Central, successfully complete a director training program approved under subsection (1):

96(1)A director named in the articles of incorporation of a credit union holds office from the issue of the certificate of incorporation until the first meeting of the members.

96(2)At the first meeting of the members and at each succeeding annual meeting of the members at which an election of directors is required, the members shall, subject to subsection (3), elect directors by ordinary resolution.

96(3)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.

96(4)A director shall hold office for a term, not to exceed three years, that is established in the by-laws of the credit union.

96(5)Subject to the by-laws of the credit union and subsection (12), 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.

96(6)A person who has served as a director for a period of nine consecutive years, or, as a result of the application of subsection (9) or the combined effect of subsections (10) and (12) or (11) and (12), for a period of more than nine 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.

96(7)It is not necessary that all directors elected at a meeting of members hold office for the same term.

96(8)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.

96(9)Despite 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 at the next annual meeting.

96(10)If a credit union is the result of an amalgamation of two or more credit unions under subsection 148(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 (5) as time served as a director of the amalgamated credit union.

96(11)If a credit union acquires or has acquired all or substantially all of the property of another credit union under section 155, 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 (5) as time served as a director of the credit union that made the acquisition.

96(12)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 (5) is considered to have expired on or before the commencement of this subsection as a result of the application of subsection (10) or (11), the director may complete that term of office as if the nine-year period had not expired.

97(1)A director of a credit union ceases to hold office when the director

97(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.

98(1)The members of a credit union may by ordinary resolution at a special meeting of the members remove any director from office.

98(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 in accordance with section 101.

101(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.

101(2)If the members fail to elect the minimum number of directors required at a meeting of members, the directors elected at that meeting may exercise all the powers of the directors if the number of directors elected constitutes a quorum.

101(3)If the members fail to elect the minimum number of directors required at a meeting of members, the directors then in office shall without delay 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.

101(4)The articles or by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members.

101(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.

102(1)Within 15 days after a change of directors occurs, a credit union shall file with the Superintendent a notice on a form provided by the Superintendent setting out the change.

102(2)Any interested person may apply to the Superintendent for an order requiring a credit union to comply with subsection (1), and on the application the Superintendent may order the credit union to file with the Superintendent the notice setting out the change in directors and make any other order the Superintendent considers appropriate.

102(3)A director named in the articles or in a notice filed by the credit union with the Superintendent under subsection (1) is presumed for the purposes of this Act to be a director of the credit union.

103(1)Unless the articles or by-laws otherwise provide, the directors of a credit union may meet at any place and on the notice the directors determine.

103(2)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

103(3)A director may 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 if 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.

103(4)Notice of an adjourned meeting of directors is not required to be given if the date, time and place of the adjourned meeting is announced at the original meeting.

105(1)The directors of a credit union may appoint committees and may delegate to those committees any of the powers of the directors.

105(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.

105(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.

105(4)Despite subsection (1), no committee appointed by the directors has authority to

108(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

108(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.

109(1)Directors of a credit union who vote for or consent to a resolution authorizing any of the following are jointly and severally liable to restore to the credit union any amount paid and not otherwise recovered by the credit union:

109(2)If a loan is made by a credit union to a member contrary to this Act or the regulations, the member who receives 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.

109(3)A director, an officer or a member of a committee who satisfies a judgment rendered under this section is entitled to recover from the other persons who by virtue of this Act are also liable.

109(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 paid or distributed to the member or other recipient contrary to this Act or the regulations.

109(5)An action to enforce a liability imposed by subsection (1) or (2) shall not be commenced after two years after the date of the resolution authorizing the action complained of.

112(1)A director or an officer shall be deemed to have a material interest in any material contract in which any of the following individuals is a party or in which any of them have a material interest:

112(2)A director or an officer shall be deemed to have a material interest in any material contract involving a person if the director or officer is

113(1)A director or an officer of a credit union shall disclose to the credit union, in writing or by requesting to have it entered in the minutes of meetings of directors, the nature and extent of the director’s interest in a material contract or proposed material contract with a credit union, if the director or officer

113(2)The disclosure required by subsection (1) shall be made, in the case of a director,

113(3)The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

113(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, immediately after the director or officer becomes aware of the contract or proposed contract, disclose to the credit union, in writing or by requesting to have it entered in the minutes of meetings of directors, the nature and extent of the director’s or officer’s interest.

113(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

113(6)For the purposes of this section, general notice to the directors of a credit union by a director or officer of the credit union declaring that the director or officer is a director or officer of a person who is a party to a contract or proposed contract or has a material interest in any contract or proposed contract and is to be regarded as having an interest in the contract or proposed contract made with that person, is a sufficient declaration of interest.

113(7)A director or an officer referred to in subsection (1) is not accountable to the credit union or its members for any profit made on the contract if

113(8)Despite anything in this section, a director or an officer referred to in subsection (1) is not accountable to the credit union or its members for any profit made on the contract

113(9)If 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 any of its members, set aside the contract on any term the Court considers appropriate or make any other order the Court considers appropriate.

115(1)Subject to the maximum aggregate amount of remuneration to be paid to all directors determined by the members in accordance with subparagraph 79(1)(a)(ii), the board of directors may determine the remuneration to be paid to each director.

115(2) Subject to the by-laws of the credit union, a director is entitled to be reimbursed for reasonable expenses incurred by the director in the performance of the director’s duties.

116(1)Every director and officer of a credit union in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the credit union and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

116(2)Every director and officer of a credit union shall comply with this Act and the regulations and the articles and the by-laws of the credit union.

116(3)No provision in a contract, in the articles, in the by-laws or in a resolution relieves a director or an officer of a credit union from the duty to act in accordance with this Act or the regulations or relieves the director or officer from liability for a breach of this Act or the regulations.

116(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.

118(1)A director who is present at a meeting of directors is deemed to have consented to any resolution passed or action taken at the meeting, unless the director

118(2)A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

118(3)A director who was not present at a meeting at which a resolution was passed or an action was taken is deemed to have consented to the resolution or action, unless within seven days after becoming aware of the resolution or action, the director

119(1)A credit union may indemnify a director or officer of the credit union, a former director or officer of the credit union or a person who, at the request of the credit union, is or was a director or officer of a body corporate of which the credit union is or was a member, shareholder or creditor, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or proceeding or satisfy a judgment, reasonably incurred by the director, officer, former director or officer or person in relation to any civil, criminal or administrative action or proceeding to which the director, officer, former director or officer or person 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, officer, former director or officer or person

119(2)With the approval of the Court, a credit union may indemnify a person referred to in subsection (1) in respect of an action by or on behalf of the Superintendent under section 263, or an action by or on behalf of the credit union or body corporate to procure a judgment in its favour, against all costs, charges and expenses reasonably incurred by the person in connection with the action if the person fulfils the conditions set out in paragraphs (1)(a) and (b).

119(3)Despite anything in this section, a credit union shall indemnify a person referred to in subsection (1) in respect of 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

119(4)A credit union may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by the person

119(5)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 the Court considers appropriate.

119(6)An applicant under subsection (5) shall give the Superintendent notice of the application at least 15 days before the date set for the hearing of the application, and the Superintendent is entitled to appear and be heard in person or by legal counsel.

119(7)On an application under subsection (5), the Court may order notice to be given to any interested person, and that person is entitled to appear and be heard in person or by legal counsel.

121(1)Within four months after the end of each fiscal year, a credit union shall provide the Superintendent with an annual return, on a form provided by the Superintendent, that contains the prescribed information and that is signed and certified as true by a director or an officer of the credit union.

121(2)The Superintendent may, at any time, require a credit union to provide additional information that the Superintendent considers necessary within the period specified by the Superintendent.

122(1)The directors of a credit union shall place before the members at every annual meeting

122(2)The financial statements shall, except as otherwise provided in 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 CPA Canada Handbook of the Chartered Professional Accountants of Canada.

122(3)A copy of the documents placed before the members under subsection (1) shall be provided to the Superintendent within 14 days after the annual meeting.

125(1)The directors of a credit union shall disclose to the members at every annual meeting

125(2)Within 14 days after the annual meeting of a credit union, the directors of a credit union shall disclose to the Superintendent any information they are required to disclose under subsection (1) to the members of the credit union.

126(1)At the annual meeting of a credit union, the members shall, subject to subsection (3), appoint by ordinary resolution an auditor for the credit union.

126(2)An appointment of an auditor made under subsection (1) is not effective until approved by the Superintendent.

126(3)A credit union shall take all necessary steps to ensure that its auditor is appointed as the auditor of each of its subsidiaries unless the Superintendent authorizes another person to act as auditor of a subsidiary.

126(4)Subject to subsection 130(1) and to the approval of the Superintendent and despite subsection (1), the office of auditor for a credit union resulting from an amalgamation of two or more credit unions under subsection 148(1) shall be held by the person proposed for appointment to the office in the amalgamation agreement adopted under subsection 150(3) from the effective date of the amalgamation until the first annual meeting of the amalgamated credit union.

126(5)The Superintendent, in determining whether or not to approve an appointment or whether or not to give an approval under subsection (2), shall take into account the qualifications referred to in section 128 and any other matters that the Superintendent considers relevant.

127(1)Subject to subsection (2), the remuneration of an auditor of a credit union may be fixed by ordinary resolution of the members or, if not so fixed, shall be fixed by the directors.

127(2)The remuneration of an auditor holding office under subsection 126(4) shall be as proposed in the amalgamation agreement adopted under subsection 150(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.

128(1)An individual or firm of accountants is qualified to be an auditor of a credit union if

128(2)For the purposes of this section,

128(3)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.

128(4)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 (6), resign immediately after becoming aware that the auditor is disqualified.

128(5)Despite subsection (6), 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.

128(6)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 any terms the Superintendent considers appropriate, which order may have retroactive effect.

129(1)The members of a credit union may by ordinary resolution at a special meeting remove from office any auditor appointed by them or any auditor holding office under subsection 126(4).

129(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.

129(3)Notice of a meeting called for the purpose of removing an auditor from office shall be given to the Superintendent, and the Superintendent is entitled to appear and be heard in person or by legal counsel.

130(1)An auditor of a credit union ceases to hold office when the auditor

130(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.

131(1)Subject to subsection (3), the directors shall immediately fill a vacancy in the office of auditor.

131(2)If there is not a quorum of directors, the directors then in office shall, within 21 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.

131(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.

131(4)An appointment of an auditor to fill a vacancy is not effective until approved by the Superintendent.

131(5)An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor’s predecessor.

132(1)If a credit union does not have an auditor, the Superintendent may appoint an auditor and fix the remuneration of the auditor.

132(2)An auditor appointed under subsection (1) holds office until an auditor is appointed by the members and that appointment is approved by the Superintendent.

132(3)The remuneration of an auditor appointed under subsection (1) shall be paid by the credit union.

133(1)The auditor of a credit union shall receive notice of every meeting of members and the audit committee and is entitled to attend a meeting of members or of the audit committee at the expense of the credit union and be heard on matters relating to the auditor’s duties.

133(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.

133(3)A director or member who gives a notice under subsection (2) shall send a copy of the notice to the credit union at the same time.

133(4)No auditor or former auditor of a credit union shall fail to comply with subsection (2) without reasonable cause.

134(1)An auditor may submit to the credit union and the Superintendent a written statement giving the reasons for the auditor’s resignation or the reasons why the auditor opposes any proposed action or resolution if the auditor

134(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 133(1).

134(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 reasons why the auditor is to be replaced.

134(4)Despite subsection (3), a person otherwise qualified may accept an appointment or consent to be appointed as auditor of a credit union if, within 15 days after making the request referred to in that subsection, the person does not receive a reply.

134(5)Unless subsection (4) applies, the appointment of a person who does not make the request referred to in subsection (3) is void.

135(1)The auditor of a credit union shall make any examination that is in the auditor’s opinion necessary to enable the auditor to report on the financial statements referred to in subsection 122(1) and on any other financial statement required under this Act, the regulations, the articles or the by-laws of the credit union to be placed before the members of a credit union.

135(2)The auditor’s examination referred to in subsection (1) shall, except as otherwise provided in 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 CPA Canada Handbook of the Chartered Professional Accountants of Canada.

136(1)If the present or former directors, officers, committee members, employees or agents of the credit union are reasonably able to do so, the present or former directors, officers, committee members, employees or agents shall provide, on the demand of the auditor of a credit union, any of the following that, in the opinion of the auditor, are necessary to enable the auditor to make the examination and report required under subsection 135(1):

136(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 a subsidiary of the credit union any information or explanations that the present or former directors, officers, employees and agents of the subsidiary are reasonably able to provide and that, in the opinion of the auditor, are necessary to enable the auditor to make the examination and report required under subsection 135(1) and provide them to the auditor.

137(1)The auditor of a credit union shall make a report in writing

137(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 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

138(1)A director or an officer of a credit union shall immediately notify the audit committee and the auditor on becoming aware of any error or misstatement in a financial statement on which the auditor or a former auditor has reported.

138(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 or a former auditor has reported shall, if in the opinion of the auditor or former auditor the error or misstatement is material, notify each director.

138(3)If under subsection (2) the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall

138(4)No director or officer of a credit union shall knowingly violate or fail to comply with subsection (1) or (3).

139(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 circumstances 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 the auditor shall, as occasion requires, make a report to the directors when

139(2)The auditor shall immediately make a report under subsection (1) on becoming aware of any circumstances described in that subsection and shall send a copy of the report to the Superintendent.

139(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.

140(1)The Superintendent may, at any time in writing, require that the auditor of a credit union

140(2)The auditor of a credit union shall comply with requirements of the Superintendent under subsection (1) and shall submit a report to the Superintendent in relation to the requirements immediately after complying with them.

140(3)The credit union shall pay the costs and expenses incurred in relation to the requirements of the Superintendent under subsection (1).

143(1)Subject to section 145, a credit union may amend its articles by special resolution of its members.

143(2)Despite subsection (1), the articles of a credit union containing a clerical error may be amended by ordinary resolution of the directors or the members to correct the error.

143(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 on without further approval of the members.

146(1)An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

146(2)No amendment to the articles of a credit union affects any cause of action, claim or liability to prosecution in favour of or against any of the following or any civil, criminal or administrative action or proceeding to which any of the following is a party:

147(1)The credit union may at any time, and shall when directed by the Superintendent, restate the articles of incorporation as amended.

147(2)Restated articles of incorporation on a form provided by the Superintendent shall be filed with the Superintendent.

147(3)On receipt of restated articles of incorporation, the Superintendent shall issue a restated certificate of incorporation in accordance with section 273.

147(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.

148(1)Two or more credit unions may amalgamate and continue as one credit union.

148(2)A credit union that is placed under supervision in accordance with Part 14 shall not amalgamate with another credit union except in accordance with that Part.

150(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.

150(2)A notice of a meeting of members shall be sent in accordance with section 81 to each member of each amalgamating credit union and shall include or be accompanied by a copy or summary of the amalgamation agreement.

150(3)An amalgamation agreement is adopted when the members of each amalgamating credit union have approved the amalgamation by a special resolution.

150(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.

151(1)Subject to subsection 150(4), after an amalgamation agreement has been adopted under subsection 150(3), articles of amalgamation on a form provided by the Superintendent shall be filed with the Superintendent.

151(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

151(3)The Superintendent may exempt a credit union from the requirements of paragraph (2)(a) if the amalgamation is, in the opinion of the Superintendent, not contrary to the public interest.

151(4)For the purposes of subsection (2), adequate notice is given if

153(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 273.

153(2)On the date shown in the certificate of amalgamation,

155(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.

155(2)If 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 81 to each member and shall include or be accompanied by a copy or summary of the proposed agreement of sale, lease or exchange.

155(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 of all or substantially all of the property of the credit union and may fix, or authorize the directors to fix, any of the terms and conditions of the sale, lease or exchange.

155(4)A sale, lease or exchange referred to in subsection (1) is adopted when the members have approved the sale, lease or exchange.

155(5)If authorized by the members at the time they approved a proposed sale, lease or exchange, the directors of a credit union may, subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the members.

156(1)The credit union shall, before the completion of a sale, lease or exchange referred to in section 155, obtain the approval of the Superintendent.