Limitation	(4) The Minister shall not grant to an association a permission
	(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the association to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the association that the association will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	(b) with respect to matters referred to in paragraphs (1)(c) and (d), that purports to be effective more than ten years after the date of the approval for the association to commence and carry on business.
1998, c. 1, s. 382	259. Sections 32 to 34 of the Act are replaced by the following:
Transferring to other federal Acts	32. (1) An association may
	(a) apply for letters patent continuing the association as a company under subsection 33(1) of the Trust and Loan Companies Act or amalgamating and continuing the association as a company under section 228 and subsection 234(1) of that Act;
	(b) apply for letters patent continuing the association as a bank under subsection 35(1) of the Bank Act or amalgamating and continuing the association as a bank under section 223 and subsection 229(1) of that Act;
	(c) apply for letters patent continuing the association as a bank holding company under subsection 684(1) of the Bank Act or amalgamating and continuing the association as a bank holding company under section 803 and subsection 809(1) of that Act;
	(d) with the approval of the Minister, apply for a certificate of continuance under section 187 of the Canada Business Corporations Act; or
	(e) with the approval of the Minister, apply for a certificate of continuance, or a certificate of continuance and a certificate of amalgamation, under section 285 of the Canada Cooperatives Act.
Conditions for approval	(2) No approval referred to in paragraph (1)(d) or (e) may be given to an association unless the Minister is satisfied that
	(a) the application has been authorized by a special resolution of the members; and
	(b) the association holds no deposits that are insured under the Canada Deposit Insurance Corporation Act.
Effect of letters patent or certificate	33. On the day specified in the letters patent or certificate of continuance referred to in any of paragraphs 32(1)(a) to (e), the Act referred to in the relevant paragraph applies and this Act ceases to apply to the body corporate continued under that Act.
Withdrawing application	34. If a special resolution authorizing the application for letters patent or a certificate of continuance referred to in any of paragraphs 32(1)(a) to (e) so states, the directors of an association may, without further approval of the members, withdraw the application before it is acted on.
	260. Section 36 of the Act is replaced by the following:
Name	36. The name of an association shall include
	(a) the word ``cooperative'' or ``coopérative'', along with another word or expression indicating the financial nature of the association,
	(b) the phrase ``central credit union'', ``credit union central'' or ``fédération de caisses populaires'', or
	(c) any word or phrase specified by the Minister
	or any combination or derivative thereof.
1996, c. 6, s. 50	261. Section 37 of the Act is replaced by the following:
Affiliated entity	37. Despite section 35, an association that is affiliated with another entity may, with the consent of that entity and the approval of the Superintendent, be incorporated with, or change its name to, substantially the same name as that of the affiliated entity.
1996, c. 6, s. 52	262. Subsection 40(2) of the Act is replaced by the following:
Revoking name	(2) If an association has been directed under subsection (1) to change its name and has not, within sixty days after the service of the direction, changed its name to a name that is not prohibited by this Act, the Superintendent may revoke the name of the association and assign to it a name and, until changed in accordance with section 219 or 221, the name of the association is thereafter the name so assigned.
	263. Subsection 41(1) of the Act is replaced by the following:
Members	41. (1) Only a person that is an association, a central cooperative credit society, a local cooperative credit society, a cooperative corporation, a league, a deposit protection agency or an unincorporated organization consisting wholly of any of those entities may be admitted to membership in an association.
	264. Subsection 41(3) of the Act is repealed.
1998, c. 1, s. 38	265. Section 50 of the Act is replaced by the following:
Minimum membership	50. (1) The membership in an association must include at least
	(a) an association;
	(b) two central cooperative credit societies not all of which are incorporated under the laws of one province;
	(c) ten local cooperative credit societies not all of which are incorporated under the laws of one province; or
	(d) two or more leagues not all of which are incorporated under the laws of one province.
Where minimum not attained	(2) If, at any time, the membership in an association is not in accordance with subsection (1), the association shall without delay take the steps that are necessary to
	(a) apply for a certificate of continuation or letters patent referred to in subsection 32(1); or
	(b) liquidate and dissolve the association under Part VII.
	266. Section 52 of the Act is replaced by the following:
No control	52. No person other than an association may control an association.
	267. Paragraph 60(1)(b) of the Act is replaced by the following:
	(b) the association has paid-in capital of at least five million dollars or such greater amount as the Minister may specify;
	268. Section 61 of the Act is replaced by the following:
Conditions of order	61. An order approving the commencement and carrying on of business by an association may contain any conditions or limitations that the Superintendent considers appropriate.
	269. Subsection 70(2) of the Act is replaced by the following:
Approval required	(2) A by-law referred to in subsection (1) must be approved by special resolution.
	270. Section 74 of the Act is amended by adding the following after subsection (2):
When approval not necessary	(3) The by-laws of an association may, with the approval of the Superintendent, provide for a formula or procedure for valuing a member of the association or any of its assets or liabilities when the member, or the asset or liability, is proposed to be acquired by the association in exchange for membership shares or shares of the association. The approval of the Superintendent under subsection (1) is not necessary when such shares are issued in accordance with such a by-law.
1997, c. 15, s. 118	271. The portion of subsection 75(2.1) of the Act before paragraph (b) is replaced by the following:
Exception	(2.1) Despite subsection (2), an association may, subject to subsection (2.2), record in the appropriate stated capital account part of the amount of any consideration it receives for shares it issues
	(a) in exchange for
	(i) property of a person who immediately before the exchange did not deal with the association at arm's length within the meaning of that expression in the Income Tax Act or property of any other prescribed person, or
	(ii) shares of, or another interest in, a body corporate that immediately before the exchange, or because of the exchange, did not deal with the association at arm's length within the meaning of that expression in the Income Tax Act or shares of or another interest in any prescribed entity; or
	272. (1) Subsection 86(1) of the Act is replaced by the following:
Declaration of dividend	86. (1) The directors of an association may declare and an association may pay a dividend by issuing fully paid membership shares or options or rights to acquire membership shares to members or fully paid shares or options or rights to acquire fully paid shares to members or shareholders and, subject to subsections (4) and (5), the directors of an association may declare and an association may pay a dividend in money or property, and if a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.
	(2) Section 86 of the Act is amended by adding the following after subsection (4):
When dividend not to be declared	(5) The directors of an association shall not declare and an association shall not pay a dividend in any financial year without the approval of the Superintendent if, on the day the dividend is declared, the total of all dividends declared by the association in that year would exceed the aggregate of the association's net income up to that day in that year and its retained net income for the preceding two financial years.
	273. Subsection 151(2) of the French version of the Act is replaced by the following:
Renonciation à l'avis	(2) La présence à l'assemblée équivaut à une renonciation de l'avis de convocation, sauf lorsque la personne y assiste spécialement pour s'opposer aux délibérations au motif que l'assemblée n'est pas régulièrement convoquée.
	274. (1) Subsection 154(1) of the Act is replaced by the following:
Member list	154. (1) An association shall prepare a list, which may be in electronic form, of its members entitled to receive notice of a meeting under paragraph 146(1)(a), arranged in alphabetical order, which list must be prepared at the close of business on the day immediately preceding the day on which notice is given.
	(2) The portion of subsection 154(2) of the Act before paragraph (a) is replaced by the following:
Shareholder list	(2) An association shall prepare a list, which may be in electronic form, of its shareholders entitled to receive notice of a meeting under paragraph 146(1)(b), arranged in alphabetical order and showing the number of shares held by each shareholder, which list must be prepared
	275. Subsection 167(2) of the Act is amended by striking out the word ``and'' at the end of paragraph (d) and by adding the following after paragraph (e):
	(f) in the case of a retail association, establish procedures to provide disclosure of information to customers of the association that is required to be disclosed by this Act and for dealing with complaints as required by section 385.22; and
	(g) designate a committee of the board of directors to monitor the procedures referred to in paragraph (f) and satisfy itself that they are being adhered to by the retail association.
	276. Subsection 169(2) of the Act is replaced by the following:
Residency requirement	(2) At least two thirds of the directors of an association must be, at the time of each director's election or appointment, resident Canadians.
	277. Subsection 179(1) of the Act is amended by striking out the word ``or'' at the end of paragraph (c), by adding the word ``or'' at the end of paragraph (d) and by adding the following after paragraph (d):
	(e) when the director is removed from office under section 441.2.
1997, c. 15, s. 127(2)	278. Paragraph 200(3)(b) of the Act is replaced by the following:
	(b) review those procedures and their effectiveness in ensuring that the association is complying with Part XII; and
	279. The portion of section 215 of the Act before paragraph (a) is replaced by the following:
Reliance on statement	215. A director, an officer or an employee of an association is not liable under subsection 168(1) or (2) or section 211 or 214 or subsection 430(1) if the director, officer or employee relies in good faith on
	280. The portion of subsection 216(1) of the French version of the Act before paragraph (a) is replaced by the following:
Indemnisa- tion	216. (1) L'association peut indemniser ses administrateurs ou ses dirigeants - ou leurs prédécesseurs -, ainsi que les personnes qui, à sa demande, agissent ou ont agi en cette qualité pour une entité dont elle est ou a été associée, actionnaire ou créancière, de tous leurs frais, y compris les montants versés en règlement d'une action ou pour satisfaire à un jugement, entraînés par des procédures civiles, pénales ou administratives auxquelles ils étaient parties en cette qualité, sauf à l'occasion d'actions intentées par l'association ou pour son compte en vue d'obtenir un jugement favorable, si :
	281. Section 219 of the Act is replaced by the following:
Incorporating instrument	219. On the application of an association duly authorized by special resolution of the members, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the association's incorporating instrument.
	282. Subsection 220(1) of the Act is replaced by the following:
Letters patent to amend	220. (1) On receipt of an application referred to in section 219, the Minister may issue letters patent to effect the proposal.
	283. (1) Subsection 221(1) of the Act is amended by striking out the word ``or'' at the end of paragraph (i) and by adding the following after paragraph (i):
	(i.1) change the name of the association; or
	(2) Subsection 221(2) of the Act is replaced by the following:
Effective date of by-law	(2) A by-law, or an amendment to or a repeal of a by-law, made under paragraph (1)(i.1) is not effective until it is approved by the Superintendent.
	284. Subsection 224(1) of the Act is replaced by the following:
Proposal to amend	224. (1) Subject to subsection (2), a member may, in accordance with sections 152 and 153, make a proposal to make an application referred to in section 219 or to make, amend or repeal the by-laws referred to in subsection 221(1) of the association.
	285. Section 226 of the Act is replaced by the following:
Application to amalgamate	226. On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including associations, the Minister may issue letters patent amalgamating and continuing the applicants as one association if the proposed capital and corporate structure of the amalgamated association meets the requirements for an association to be incorporated under this Act.
	286. Section 230 of the Act is renumbered as subsection 230(1) and is amended by adding the following: