Notice of meetings
211. (1) Notice of the time and place for holding a meeting of the members of a credit union shall be given at the time and in the manner specified in the by-laws of the credit union to each member of the credit union who, on the record date for the notice, appears in the records of the credit union as a member.
(2) Despite the by-laws of the credit union, notice of the time and place for holding a meeting shall be given at least 10 days before the date of the meeting but not more than 50 days before the date of the meeting.
Notice of disclosure
1. All disclosures made by a director under subsection 146 (2) and all entries in the minutes of a board meeting made pursuant to a request of a director under that provision.
2. All general notices by a director under subsection 146 (6).
Notice to include text of special resolutions
(4) Notice of a meeting at which a special resolution is to be voted on shall include the text of the special resolution including, for a special resolution to confirm a by-law, the text of the by-law.
Time of meeting
(2) Unless otherwise authorized by the Superintendent, the annual meeting of the members of a credit union must be held no later than 120 days after the end of the credit union's last completed financial year.
Extension of time limit for holding annual meeting
(3) On application by a credit union, the Superintendent may authorize the credit union to hold its annual meeting of members on a day that is more than 120 days after the end of the last completed financial year if the Superintendent considers the extension of time to be reasonable in the circumstances, and the Superintendent may impose such conditions as the Superintendent considers appropriate.
Business to be dealt with
(a) the audited financial statements of the credit union;
(b) the report of the auditor;
(c) the report of the audit committee; and
(d) such further information respecting the financial position of the credit union and the results of its operations as the by-laws require.
Information to be provided
(a) specify that copies of the audited financial statements, the auditor's report and the audit committee report will be available for inspection, by any member, at the meeting and at the offices of the credit union at least 10 days before the meeting; and
(b) set out any matters to be dealt with at the annual meeting in addition to the business described in subsection (4) in sufficient detail to permit members to form a reasonable judgment on the matter.
Report of audit committee
Report of auditor
Approval of financial statements
Evidence of approval
Available to members
(6) The credit union shall make copies of the audited financial statements, the auditor's report and the audit committee report available for inspection, by any member, at the meeting at which the statements and reports are to be placed before the members and at the offices of the credit union at least 10 days before the meeting.
Filed with the Corporation
(7) A copy of the reports required, by subsection 212 (4), to be placed before the members must be filed with the Superintendent and sent to the stabilization authority for the credit union at least ten days before the date of the meeting at which they are to be placed. 1994, c. 11, s. 213 (7); 1997, c. 28, s. 53.
(8) The financial statements shall, except 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. 1994, c. 11, s. 213 (8); 1997, c. 28, s. 53.
214. The board may at any time call a general meeting of the members or shareholders for the transaction of any business if the general nature of the business is specified in the notice calling the meeting. 1994, c. 11, s. 214.
(a) submit notice of any matter that the member proposes to raise at the annual meeting; and
(b) discuss at the annual meeting any matter in respect of which the member would have been entitled to submit a proposal.
Notice of proposal
Length of statement
Conditions for proposal
(a) the proposal is not submitted at least ninety days before the anniversary date of the previous annual meeting;
(b) it clearly appears that the proposal is submitted primarily for the purpose of,
(i) enforcing a personal claim or redressing a personal grievance against the credit union or its directors, officers, members or security holders, or
(ii) promoting general economic, political, racial, religious, social or similar causes;
(c) a proposal by the member had been attached to another notice of a meeting within the preceding two years and the member did not present the proposal at the meeting;
(d) substantially the same proposal was submitted to the members at a meeting held within the preceding two years and the proposal was defeated; or
(e) the right conferred is being abused to get publicity.
Immunity re circulation proposal
216. (1) If a credit union does not intend to include a proposal in a notice of a meeting, it shall, within ten days after receiving the proposal, notify the member submitting it of the intention to omit the proposal from the notice and send to the member reasons for the refusal.
Appeal to court
(3) A credit union or any person who objects to a proposal may apply to the court for an order allowing the credit union to omit the proposal from the notice of meeting, and the court, if it is satisfied that subsection 215 (5) applies, may make the order.
Requisition for members' meeting
217. (1) Five per cent of the members of a credit union may requisition the board to call a general meeting of the members for any purpose that is connected with the affairs of the credit union and that is not inconsistent with this Act.
Requisition for shareholders' meeting
Duty of directors to call meeting
When meeting may be called: by board
Same: by members or shareholders
Calling of meeting
Voting rights at members' meetings
Different ways of member voting
Conditions in by-laws
217.3 (1) No member of a credit union shall vote by proxy except when the member is Her Majesty the Queen in right of Ontario or in right of Canada, a corporation including a municipality defined in the Municipal Affairs Act, an unincorporated association, or a partnership registered under the Business Names Act or a predecessor of it.
Only one proxy vote
Only one proxy vote
Member's vote not affected
Proxies, other shareholders
217.4 (1) Part VIII of the Business Corporations Act applies, with necessary modifications, with respect to proxies for voting by shareholders in respect of shares other than membership shares or patronage shares as if the credit union were incorporated under that Act.
(2) For the purposes of subsection (1), any reference in Part VIII of the Business Corporations Act to "offering corporation" shall be deemed to be a reference to the "credit union" and, if the credit union is not an "offering corporation" as defined in section 1 of that Act, any reference in Part VIII of that Act to the "Commission" shall be deemed to be a reference to the "Superintendent".
Exception, information circular
(3) Despite Part VIII of the Business Corporations Act, as made applicable by subsection (1), neither a credit union nor a dissident is required to deliver an information circular to holders of membership shares or patronage shares.
Telephone and electronic meetings
217.5 Unless the articles or the by-laws of a credit union provide otherwise, a meeting of the members may be held by telephonic or electronic means and a member who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of this Act to be present at the meeting.
218. (1) Unless the by-laws otherwise provide, if all the directors present at or participating in a meeting consent, a meeting of directors or of a committee of directors may be held by means of telephone, electronic or other communication facilities as allow all those participating in the meeting to communicate with each other simultaneously and instantaneously.
Director considered present
Dissent of director
(a) the director's dissent is entered in the minutes of the meeting;
(b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) the director sends his or her dissent by registered mail or delivers it to the head office of the credit union immediately after the meeting is adjourned.
Loss of right to dissent
Dissent of absent director
(3) A director who is not present at a meeting at which a resolution is passed or action is taken shall be deemed to have consented to the resolution or action unless, within seven days after the director becomes aware of the resolution or action, he or she,
(a) has the dissent placed in the minutes of the meeting; or
(b) sends the dissent by registered mail or delivers it to the head office of the credit union. 1994, c. 11, s. 219.
Meeting required by Superintendent or the Corporation
220. (1) The Superintendent or the Corporation may, by written notice to the credit union and each director, require a credit union to hold a meeting of the directors to consider any matter set out in the notice.
Attendance by Superintendent or the Corporation
Annual statement to be given to members
Inspection of books
Inspection by person with interest
(2) A person with an interest in the funds of a credit union may inspect, at all reasonable hours, the person's own account and a list, extracted from the register under section 230, of the names of the members.
By-laws may authorize inspection
Limits on inspection
Inspection of other's account
(5) No person, except an officer or employee of the credit union or a person specifically authorized by a resolution of the board, has the right to inspect the loan or deposit account of any other person without that person's written consent.
Use of information
(a) an effort to influence the voting of members or shareholders of the credit union;
(b) an offer to acquire shares of the credit union; or
(c) any other matter relating to the affairs of the credit union. 1994, c. 11, s. 222.
Financial statements of subsidiaries
(a) be kept by the credit union at such place in Ontario as is specified in the by-laws; and
(b) be open to examination by the members and shareholders of the credit union and their agents.
Application to court
(3) A credit union may, within fifteen days after receiving a request to examine copies of financial statements, apply to the court for an order barring the examination, and the court may, if satisfied that the examination would be detrimental to the credit union or a subsidiary, bar the examination and make any further order it thinks fit. 1994, c. 11, s. 223.
Branches and other member groups
Branch and member group meetings
Election of delegates
(3) If a by-law of a credit union provides for a branch or member group meeting, the members of the branch or member group shall elect delegates, by a resolution passed by a majority of the votes cast at the meeting, to represent the members at general meetings of the members of the credit union.
Powers of delegates
When members lose vote
(5) Members of a branch or member group who are represented by elected delegates at a general meeting of the members of the credit union are entitled to attend the meeting but are not entitled to vote at the meeting.
Branch meeting procedure
(a) the number of delegates and votes allowed to each branch and member group at a general meeting of the members of the credit union;
(b) the time, place and manner of calling branch and member group meetings;
(c) the number of members of a branch or member group that constitute a quorum; and
(d) the procedure to be followed in the conduct of branch and member group meetings.
(7) The required majority vote for deciding an issue to be voted on at a branch or member group meeting is the same as that required for deciding a similar issue at a general meeting of the members of the credit union.
Information required by Superintendent
Time and form
(2) The credit union shall provide the information at such times and in such form as the Superintendent may require.
Information required by Corporation
Time and form
(2)The credit union shall provide the information at such times and in such form as the Corporation may require.
(2) The Corporation shall review the annual return and, for that purpose, may require the credit union and any league of which it is a member to provide such additional information concerning the affairs of the credit union as the Corporation may require.
Examination by Superintendent
227. The Superintendent may, at any reasonable time, visit the offices of any credit union and inspect the premises and examine the credit union's affairs, to determine whether the credit union is complying with this Act, the regulations, orders made by the Superintendent or the Corporation, the by-laws of the Corporation applicable to the credit union, the by-laws of the credit union or policies established by the board of the credit union.
Examination by Corporation
228. A person authorized by the Corporation for the purposes of this section may, at any reasonable time, visit the offices of any credit union and inspect the premises and examine the credit union's affairs, to determine whether the credit union is complying with this Act, the regulations, orders made by the Superintendent or the Corporation, the by-laws of the Corporation applicable to the credit union, the by-laws of the credit union or policies established by the board of the credit union.
Access to records and documents, etc.
(2) The person conducting the examination is entitled to access to all records and documents of a credit union, wherever located, including information held by a provider of data processing services to the credit union.
(3) Every director, officer and employee of a credit union shall answer such questions during the course of the examination as may be necessary for the person conducting the examination to determine if the credit union has complied with this Act, the regulations, orders made by the Superintendent or the Corporation, the by-laws of the Corporation applicable to the credit union, the by-laws of the credit union or policies established by the board of the credit union.
Material to be furnished on examination
(4) For the purposes of an examination,
(a) a credit union shall prepare and submit to the person conducting the examination such statements with respect to its business, finances or other affairs as the person requires; and
(b) the person conducting the examination may require the directors, officers and auditor of a credit union to provide information and explanations, to the extent that they are reasonably able to do so, in respect of the condition and affairs of the credit union and any entity in which the credit union has made an investment.
(5) If a record or document has been examined or produced under this section, the person conducting the examination may make, or cause to be made, one or more copies of it and, if necessary, may temporarily remove the record or document for the purposes only of making the copy or copies.
Register of members, shareholders, etc.
Contents of register
(a) the name and address of each member, shareholder or other security holder;
(b) the number of shares of each class held by each member or shareholder and the number and type of the securities held by each of the other security holders;
(c) the date on which the name of any person or entity was entered in the register as a member, shareholder or other security holder; and
(d) the date on which any person or entity ceased to be a member.
Certificate as evidence
(3) A copy of all or part of the register, or a statement as to the contents of all or part of the register, purporting to be certified by the secretary is, without proof of the office or signature of the secretary, receivable in evidence as proof, in the absence of evidence to the contrary, of the facts stated in it for all purposes in any action, proceeding or prosecution.
Requirement to maintain records and documents, etc
231. (1) Every credit union shall keep and maintain at its head office or at such other place in Ontario as may be specified in its by-laws such books, registers and other records and documents in either English or French as may be required by the regulations.
Superintendent's order re location
(2) The Superintendent may order a credit union to keep its books, registers and other records and documents at a place in Ontario, specified in the order, instead of at the credit union's head office or any other place specified in the credit union's by-laws.
Appeal to Tribunal
Form of records and documents
(a) in a bound or loose-leaf form;
(b) in a photographic film form; or
(c) recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing required information in intelligible written form within a reasonable time.
Copies of by-laws
(a) any person if, in the Superintendent's opinion, the person is doing anything that contravenes this Act or the regulations or might reasonably be expected, if continued, to result in a contravention of this Act or the regulations; or
(b) a credit union or a director, officer or employee of a credit union if, in the Superintendent's opinion, the credit union, director, officer or employee is doing anything that constitutes a practice that might prejudice or adversely affect the interest of a member, depositor or shareholder of the credit union.
What order may require
(a) to stop doing any act or pursuing any course of conduct; or
(b) to do any act or pursue any course of conduct.
Appeal to Tribunal
Appeal to court
When order may be made
Order may be without a hearing
Disposal of unauthorized investments
Call of unauthorized loans
More than fair value
239. (1) If it appears to the Corporation from an examination of the condition and affairs of a credit union that assets are shown in the books and records of the credit union at an amount greater than the fair value, the Corporation may, by order, require the credit union to set aside such additional provisions as it considers necessary.
(2) Section 240.1 applies with respect to an order under this section.
Appeal to Tribunal
(3) The credit union that is subject to an order under this section may appeal the order to the Tribunal in accordance with section 240.4.
Suspension of business
240. (1) The Superintendent may order a credit union to discontinue doing business for such time as he or she determines if, after an inspection, the Superintendent is satisfied that the continuance in business of the credit union is not in the interest of members, depositors or shareholders. 1994, c. 11, s. 240 (1); 1997, c. 28, s. 53.
Appeal to Tribunal
Procedural rules for certain orders
Notice before order made
(2) Before making an order, the Superintendent or Corporation shall give notice of their intention to do so to the person who would be subject to the order and, if the Superintendent or Corporation would be relying on information not provided by the person, the Superintendent or Corporation shall inform the person of that information and give the person an opportunity to explain or refute it.
(3) The Superintendent or Corporation is not required to hold a hearing but shall, before making an order, allow the person who would be subject to the order, and any other person who would be affected by the order, to make written submissions.
Notice not required other than to person subject to order
(4) The Superintendent or Corporation is not required to give notice to persons who would be affected by an order other than the person who would be subject to the order as required under subsection (2).
Rules for practice and procedure
(5) The Superintendent may make rules for the practice and procedure to be observed in relation to orders made by the Superintendent and the Corporation may make rules for the practice and procedure to be observed in relation to orders made by the Corporation.
Power to conduct inquiry, consider other information
(6) Before making an order, the Superintendent or Corporation may conduct any inquiry or inspection the Superintendent or Corporation considers necessary.
Order made without opportunity to make submissions
(7) The Superintendent or Corporation may make an order to which a person is subject without giving notice or allowing the person or any other person to make submissions if the Superintendent or Corporation is of the opinion that the interests of the members, depositors or shareholders of any credit union may be prejudiced or adversely affected by a delay in making the order.
Special procedures if no opportunity to make submissions
(8) The following apply with respect to an order under subsection (7):
1. The person who is subject to the order or any other person affected by the order may request an opportunity to make written submissions by giving written notice to the person who made the order, within fifteen days after the person who is subject to the order received it.
2. If the person who is subject to the order or any other person affected by the order requests an opportunity to make written submissions, the person who made the order may defer compliance with the order until the submissions have been considered or any appeal is concluded and the order is confirmed, varied or revoked.
3. After considering the submissions, the person who made the order may confirm, vary or revoke the order.
Variation of orders
(9) Subject to subsections (2) and (3), the Superintendent or Corporation may reconsider and vary or revoke an order if the Superintendent or Corporation considers it advisable to do so.
Copies of orders to be given
240.2 (1) The Superintendent or Corporation shall give a copy of an order they make under this Act to the person who is subject to the order and, if the person who is subject to the order is a credit union, to each director of the credit union.
Copies to Superintendent, Corporation
(2) The Superintendent shall give the Corporation a copy of every order the Superintendent makes under this Act and the Corporation shall give the Superintendent a copy of every order the Corporation makes under this Act.
When orders take effect
Appeals of orders to Tribunal
240.4 (1) This section applies with respect to an appeal to the Tribunal of an order by the Superintendent or the Corporation under this Act if the section under which the order is made provides for such an appeal in accordance with this section.
How appeal is made
(2) The appeal shall be made by filing a written notice of appeal with the Tribunal and serving a copy of the notice on the person who made the order.
Time for filing and serving notice
(3) The notice of appeal must be filed and served, as required under subsection (2), within 15 days after the order was received by the person appealing the order.
No stay of decision unless granted
(4) An appeal from an order does not stay the order but the Tribunal may grant a stay until it disposes of the appeal.
(5) Despite subsection (4), an appeal of an order under section 301, 310, 331.2 or 331.3 stays the order.
(6) The Tribunal shall hold a hearing of the appeal.
(7) The parties to the appeal are the person who makes the appeal, the person who made the order being appealed and such other persons as the Tribunal specifies.
Power of the Tribunal
(8) Upon hearing the appeal, the Tribunal may, by order, confirm, vary or revoke the order being appealed or substitute its order for the order being appealed.
Orders not stayed by judicial review
240.5 (1) An application for judicial review of an order of the Superintendent or Corporation under this Act and any appeal from an order of the court on the application does not stay the order of the Superintendent or Corporation.
Court may grant stay
(2) Despite subsection (1), a judge of the court to which the application is made or a subsequent appeal is taken may grant a stay until the disposition of the judicial review or appeal.
(a) provide services primarily to members;
(b) provide and manage a liquidity system for credit unions; and
(c) manage those investments that are held by the league for its members. and
(d) carry out such other objects as may be prescribed.
(3) Leagues may engage in or carry on a business or business activity that a credit union may engage in or carry on under section 173 and may engage in or carry on such other businesses or business activities, or provide such services, as may be prescribed.
Passing of by-laws
Application of Act
Application of Federal Act
244. A league may accept and exercise its rights, powers, privileges and immunities under the Cooperative Credit Associations Act (Canada) only to the extent that they are not prohibited or restricted by this Act or the regulations. 1994, c. 11, s. 244.
Corporations Act not to apply
1. Credit unions.
2. Prescribed entities.
Admission to membership