Limitation
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(4) The Minister shall not grant to an
association a permission
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1998, c. 1,
s. 382
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259. Sections 32 to 34 of the Act are
replaced by the following:
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Transferring
to other
federal Acts
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32. (1) An association may
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Conditions for
approval
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(2) No approval referred to in paragraph
(1)(d) or (e) may be given to an association
unless the Minister is satisfied that
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Effect of
letters patent
or certificate
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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.
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Withdrawing
application
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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.
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260. Section 36 of the Act is replaced by
the following:
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Name
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36. The name of an association shall include
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or any combination or derivative thereof.
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1996, c. 6,
s. 50
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261. Section 37 of the Act is replaced by
the following:
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Affiliated
entity
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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.
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1996, c. 6,
s. 52
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262. Subsection 40(2) of the Act is
replaced by the following:
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Revoking
name
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(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.
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263. Subsection 41(1) of the Act is
replaced by the following:
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Members
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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.
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264. Subsection 41(3) of the Act is
repealed.
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1998, c. 1,
s. 38
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265. Section 50 of the Act is replaced by
the following:
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Minimum
membership
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50. (1) The membership in an association
must include at least
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Where
minimum not
attained
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(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
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266. Section 52 of the Act is replaced by
the following:
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No control
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52. No person other than an association
may control an association.
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267. Paragraph 60(1)(b) of the Act is
replaced by the following:
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268. Section 61 of the Act is replaced by
the following:
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Conditions of
order
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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 .
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269. Subsection 70(2) of the Act is
replaced by the following:
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Approval
required
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(2) A by-law referred to in subsection (1)
must be approved by special resolution.
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270. Section 74 of the Act is amended by
adding the following after subsection (2):
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When
approval not
necessary
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(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.
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1997, c. 15,
s. 118
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271. The portion of subsection 75(2.1) of
the Act before paragraph (b) is replaced by
the following:
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Exception
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(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
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272. (1) Subsection 86(1) of the Act is
replaced by the following:
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Declaration of
dividend
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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.
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(2) Section 86 of the Act is amended by
adding the following after subsection (4):
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When
dividend not
to be declared
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(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.
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273. Subsection 151(2) of the French
version of the Act is replaced by the
following:
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Renonciation
à l'avis
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(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.
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274. (1) Subsection 154(1) of the Act is
replaced by the following:
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Member list
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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.
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(2) The portion of subsection 154(2) of the
Act before paragraph (a) is replaced by the
following:
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Shareholder
list
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(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
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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):
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276. Subsection 169(2) of the Act is
replaced by the following:
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Residency
requirement
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(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.
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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):
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1997, c. 15,
s. 127(2)
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278. Paragraph 200(3)(b) of the Act is
replaced by the following:
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279. The portion of section 215 of the Act
before paragraph (a) is replaced by the
following:
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Reliance on
statement
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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
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280. The portion of subsection 216(1) of
the French version of the Act before
paragraph (a) is replaced by the following:
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Indemnisa- tion
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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 :
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281. Section 219 of the Act is replaced by
the following:
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Incorporating
instrument
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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.
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282. Subsection 220(1) of the Act is
replaced by the following:
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Letters patent
to amend
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220. (1) On receipt of an application
referred to in section 219, the Minister may
issue letters patent to effect the proposal.
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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):
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(2) Subsection 221(2) of the Act is
replaced by the following:
|
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Effective date
of by-law
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(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.
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284. Subsection 224(1) of the Act is
replaced by the following:
|
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Proposal to
amend
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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.
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285. Section 226 of the Act is replaced by
the following:
|
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Application to
amalgamate
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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.
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286. Section 230 of the Act is renumbered
as subsection 230(1) and is amended by
adding the following:
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