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Bill C-38

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First Reading

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Conditions precedent to application	(2) No application for approval under subsection (1) may be made unless
	(a) a notice of intention to make the application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of the selling association is situated; and
	(b) the application is supported by satisfactory evidence that the selling association has complied with the requirements of sections 233.1 to 233.4 and this section.
Approval by Minister	(3) A sale agreement has no force or effect until it has been approved by the Minister.
Approval by Minister	(4) If an application has been made to the Minister in accordance with subsections (1) and (2), the Minister may approve the sale agreement to which the application relates.
	279. Section 236 of the Act is amended by adding the following after subsection (4):
Electronic access	(4.1) An association may make the information contained in records referred to in subsection 235(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.
	280. Subsection 242(1) of the Act is replaced by the following:
Location and processing of information	242. (1) Subject to subsection (3), an association shall maintain and process in Canada any information or data relating to the preparation and maintenance of the records referred to in section 235 unless the Superintendent has, subject to any terms and conditions that the Superintendent considers appropriate, exempted the association from the application of this section.
	281. Subsection 245(3) of the Act is replaced by the following:
Application of certain provisions	(3) Subsections 236(4) and (4.1) and sections 237 and 239 to 242 apply, with any modifications that the circumstances require, in respect of a central securities register.
	282. (1) The portion of paragraph 292(3)(a) of the Act before subparagraph (i) is replaced by the following:
	(a) a list of the subsidiaries of the association, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 394 or pursuant to a realization of security in accordance with section 395 and which the association would not otherwise be permitted to hold, showing, with respect to each subsidiary,
	(2) Section 292 of the Act is amended by adding the following after subsection (4):
Regulations	(5) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a).
1997, c. 15, s. 135	283. Section 296 of the Act is replaced by the following:
Copy to Superinten- dent	296. (1) Subject to subsection (2) , an association shall send to the Superintendent a copy of the documents referred to in subsections 292(1) and (3) not later than twenty-one days before the date of each annual meeting of members of the association.
Later filing	(2) If an association's shareholders or members sign a resolution under paragraph 161(1)(b) in lieu of an annual meeting, the association shall send a copy of the documents referred to in subsections 292(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.
	284. Subsection 353(2) of the Act is replaced by the following:
Priority not affected	(2) Nothing in subsection (1) prejudices or affects the priority of any holder of any security interest in any property of an association.
1993, c. 34, s. 54	285. Subsections 354(3) and (4) of the Act are replaced by the following:
Exemption	(3) On application by an association , the Superintendent may exempt from the application of this section and section 355 any class of shares of the association that do not amount to more than 30% of the equity of the association.
Definition of ``equity''	(4) For the purposes of this section, ``equity'', in respect of an association, means its equity as determined in accordance with the regulations.
	286. The Act is amended by adding the following after section 354:
No acquisition of control without approval	354.1 No person shall acquire control, within the meaning of paragraph 3(1)(e), of an association without the prior approval of the Minister.
	287. Subsection 357(1) of the Act is replaced by the following:
When approval not required	357. (1) Despite subsections 354(1) and (2) and section 355, the approval of the Minister is not required if
	(a) the Superintendent has, by order, directed the association to increase its capital and shares of the association are issued and acquired in accordance with the terms and conditions, if any, that may be specified in the order; or
	(b) a person who controls, within the meaning of paragraph 3(1)(a), the association acquires additional shares of the association.
	288. Sections 358 and 359 of the Act are replaced by the following:
Application for approval	358. (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.
Applicant	(2) If , with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons.
Matters for consideration	358.1 If an application for an approval under subsection 354(1) is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including
	(a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the association;
	(b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the association;
	(c) the business record and experience of the applicant or applicants;
	(d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;
	(e) whether the association will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
	(f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the association on the conduct of those businesses and operations; and
	(g) the best interests of the financial system in Canada.
Terms and conditions	359. The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act.
	289. Section 361 of the Act is replaced by following:
Notice of decision to applicant	361. (1) Subject to subsections (2) and (3) and section 362, the Minister shall, within a period of thirty days after the certified date referred to in subsection 360(1), send to the applicant
	(a) a notice approving the transaction to which the application relates; or
	(b) if the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.
Notice of decision	(2) Subject to subsections (4) and 362(2), if an application involves the acquisition of control of an association, the Minister shall, within a period of forty-five days after the certified date referred to in subsection 360(1), send to the applicant
	(a) a notice approving the transaction to which the application relates; or
	(b) if the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.
Extension of period for notice	(3) If the Minister is unable to complete the consideration of an application within the period referred to in subsection (1), the Minister shall,
	(a) within that period, send a notice to that effect to the applicant; and
	(b) within a further period of thirty days after the date of the sending of the notice referred to in paragraph (a) or within any other further period that may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant.
Further extensions	(4) If the Minister considers it appropriate to do so, the Minister may extend the period referred to in subsection (2) for one or more periods of forty-five days.
	290. Section 362 of the Act is renumbered as subsection 362(1) and is amended by adding the following after subsection (1):
Reasonable opportunity to make representa- tions	(2) If after receipt of the notice referred to in paragraph 361(2)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister must provide the applicant with a reasonable opportunity within a period of forty-five days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.
	291. Sections 363 and 364 of the Act are replaced by the following:
Notice of decision	363. (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 362(1) , the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.
Notice of decision	(2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 362(2), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.
Deemed approval	364. If the Minister does not send a notice under subsection 361(1) or (3) or 363(1) within the period provided for in those subsections, the Minister is deemed to have approved the transaction to which the application relates.
	292. The portion of subsection 368(1) of the Act before paragraph (a) is replaced by the following:
Disposition of shareholdings	368. (1) If , with respect to any association, a person contravenes section 354 or 354.1 or fails to comply with any terms and conditions imposed under section 359, the Minister may, if the Minister deems it in the public interest to do so, by order,
	293. The Act is amended by adding the following immediately before section 375:
	General Business
1997, c. 15, s. 137	294. (1) The portion of subsection 375(1) of the Act before subparagraph (a)(i) is replaced by the following:
Main business	375. (1) Subject to this Act, an association shall not engage in or carry on any business other than such business as generally appertains to the business of
	(a) providing financial services to one or more of the following :
1997, c. 15, s. 137	(2) Subparagraph 375(1)(a)(v) of the Act is replaced by the following:
	(v) an entity controlled by an entity or group of entities described by any of subparagraphs (i) to (iv); and
	(3) Subsection 375(3) of the Act is replaced by the following:
Restriction	(3) Subject to any order that may be made by the Superintendent under section 61 or 62 , an association shall not receive money on deposit from a local cooperative credit society, or a cooperative corporation, that is not a member of the association.
1997, c. 15, s. 138	295. Section 376 of the Act is replaced by the following:
Additional businesses	375.1 (1) In addition to engaging in or carrying on any business that an association is permitted to engage in or carry on under subsection 375(1), an association may, with the approval of the Minister and subject to any order of the Superintendent that may be made under section 61 or 62,
	(a) provide financial services to persons or entities that are not persons or entities referred to in any of subparagraphs 375(1)(a)(i) to (v); or
	(b) provide clearing, settlement and payment services to members of the Canadian Payments Association and engage in or carry on ancillary services related to those clearing, settlement and payment services.
Terms and conditions	(2) The Minister may impose any terms and conditions in respect of the provision of financial services provided by a retail association as the Minister considers necessary or appropriate. The Minister may also vary or revoke any of those terms and conditions.
Regulations	(3) The Governor in Council may make regulations
	(a) respecting what an association may or may not do with respect to the provision of services and products referred to in paragraphs (1)(a) and (b); and
	(b) imposing terms and conditions in respect of the provision of services and products referred to in paragraphs (1)(a) and (b).
Additional activities	376. (1) In addition, an association may
	(a) hold, manage and otherwise deal with real property;
	(b) act as a custodian of property on behalf of any entity referred to in paragraph 375(1)(a) or, if the association is a retail association, on behalf of any person to whom the association may provide financial services;
	(c) receive money on deposit, on such terms as to interest and time and mode of repayment as may be agreed on, from
	(i) the government of Canada, a province or a municipality in Canada, or any agency thereof, and
	(ii) a deposit protection agency;
	(d) make loans to and investments in entities that are not members of the association;
	(e) make loans to officers and employees of the association;
	(f) provide management, investment, administrative, advisory, educational, promotional, technical, research and consultative services to the entities described in paragraph 375(1)(a);
	(g) outside Canada, or with the prior written approval of the Minister, in Canada, provide the following services to entities described in paragraph 375(1)(a) or, if the association is a retail association, to any person:
	(i) collecting, manipulating and transmitting
	(A) information that is primarily financial or economic in nature,

Bill C-38

General Business