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Bill C-8

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Affiliated bodies corporate

(6) For the purposes of paragraph (1.2)(a),

    (a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and

    (b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.

Definition of control

(7) In paragraph (6)(a), ``control'' means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of any body corporate or otherwise.

1993, c. 34, s. 47(F); 1999, c. 28, s. 113

228. Section 10 of the Act is repealed.

229. Section 12 of the English version of the Act is replaced by the following:

Election of alternates

12. At every meeting of members at which a director is elected, the members of the class that elected the director shall elect an alternate director for that director and the alternate director so elected may act as a director during any period in which the director for whom he or she is an alternate is, by reason of absence or incapacity, unable to act.

230. Subsections 13(2) and (3) of the Act are replaced by the following:

Quorum

(2) At a meeting of a class of members at which a director is to be elected, the members of that class present or deemed to be present, in person or by proxy, constitute a quorum if, together, they are entitled to cast a majority of the votes that may be cast for the election of a director by all members of that class.

231. The heading before section 15 of the Act is replaced by the following:

Chairperson

232. Subsection 15(3) of the English version of the Act is replaced by the following:

Additional vote

(3) The Chairperson or, in the absence or incapacity of the Chairperson, his or her alternate has, in the event of a tie vote on any matter before the Board at a meeting of the Board, a second vote.

233. Subsection 18(1) of the Act is replaced by the following:

By-laws

18. (1) The Board may make such by-laws as it considers necessary for the attainment of the objects of the Association and in particular, but without limiting the generality of the foregoing, may make by-laws

    (a) respecting the procedure in all business at meetings of the Board, or its committees;

    (b) establishing, subject to this Part, requirements for membership in the Association;

    (c) for the administration and management of the business of the Association;

    (c.1) respecting the remuneration of directors appointed under subsection 9(1.1);

    (d) respecting the exchange and clearing of payment items and related matters;

    (e) respecting settlements and related matters;

    (f) respecting the payment of dues by the members and establishing the method of determining the amount of those dues;

    (f.1) respecting the payment of fees for services performed by or on behalf of the Association and establishing the method of determining the amount of those fees;

    (g) establishing penalties to be paid by members for failure to comply with the by-laws and rules, and procedures in respect of the imposition of penalties;

    (h) respecting the authenticity and integrity of payment items and messages; and

    (i) respecting the identification and authentication of members and other persons.

234. (1) Subsection 19(1) of the Act is replaced by the following:

Rules

19. (1) Subject to the by-laws, the Board may make such rules as it considers necessary for the attainment of the objects of the Association and, without limiting the generality of the foregoing, may make rules

    (a) respecting payment items acceptable for exchange, clearing or settlement;

    (b) establishing standards and procedures in respect of the exchange and clearing of payment items;

    (c) respecting settlements and related matters;

    (d) respecting the authenticity and integrity of payment items and messages; and

    (e) respecting the identification and authentication of members and other persons.

(2) Subsection 19(3) of the Act is replaced by the following:

Rules to be available

(3) The Association shall make a copy of every rule available to members in the manner determined by the General Manager.

Copies of rules to be sent to Minister

(4) A copy of every rule shall be sent to the Minister within ten days after it is made.

235. The Act is amended by adding the following after section 19:

Statements of principle and standards

19.1 Subject to the by-laws and rules, the Board may make such statements of principle and standards as it considers necessary for the attainment of the objects of the Association.

Disallowance

Effective date of rule

19.2 (1) A rule, including an amendment to or a repeal of a rule, made under subsection 19(1) shall not come into force before the thirtieth day after a copy of it is sent to the Minister in accordance with subsection 19(4), but the Minister may declare the rule to be in force at any time before that period expires.

Extension of time

(2) If the Minister is of the opinion that an extension of the period mentioned in subsection (1) is necessary to permit adequate review of a rule, the Minister may within 10 days after its receipt, on written notice to the sender of the rule, extend that period by up to 30 days.

Minister's disallowance

(3) The Minister may disallow the whole or a part of a rule.

Directives

Directives by Minister

19.3 (1) If the Minister is of the opinion that it is in the public interest to do so, the Minister may, in writing, direct the Association to make, amend or repeal a by-law, rule or standard.

Consultation

(2) Before a directive is given to the Association, the Minister shall consult the Board, and may consult any interested party, with respect to the content and effect of the directive.

Notification of implementa-
tion

(3) As soon as is practicable after implementing a directive and completing any action required to be taken in connection with it, the Association shall notify the Minister that the directive has been implemented and the action completed.

Directive not statutory instrument

(4) A directive is not a statutory instrument for the purposes of the Statutory Instruments Act. However, it must be published in the Canada Gazette.

Implementatio n

(5) The Board shall ensure that a directive is implemented in a prompt and efficient manner.

Duty to comply

(6) Every director, officer and employee of the Association shall comply with any directive given to the Association.

Information Requirements

Request by Minister

19.4 For the purpose of the administration of this Part, the Association shall provide the Minister with such information and documents as the Minister may from time to time request.

236. The heading before section 20 of the Act is replaced by the following:

Committees

237. Subsection 20(2) of the English version of the Act is replaced by the following:

Chairperson

(2) The Chairperson is the chairperson of the Executive Committee.

238. Section 21 of the Act is replaced by the following:

Other committees

21. The Board may, subject to the regulations, establish other committees consisting of such persons as the Board considers appropriate.

Powers and duties

21.1 Subject to the by-laws, the Board may delegate to its committees such powers and duties as the Board considers appropriate.

Stakeholder Advisory Council

21.2 (1) There shall be a Stakeholder Advisory Council consisting of not more than twenty persons appointed in accordance with subsections (3) and (4).

Object

(2) The object of the Council is to provide counsel and advice to the Board on payment and clearing and settlement matters and any other matter relating to the objects of the Association.

Appointment of directors

(3) The Board shall appoint up to two directors elected under subsection 9(2) to be members of the Council.

Appointment of other members

(4) The remaining members shall be appointed by the Board, in consultation with the Minister, for a term of not more than three years, except that as far as possible one third of the first members shall be appointed for a term of three years, one third shall be appointed for a term of two years and one third shall be appointed for a term of one year.

Representativ e character

(5) The Council must be broadly representative of users and service providers to payment systems.

Chairperson and vice-chairpers on

(6) The members of the Council shall elect a chairperson and a vice-chairperson of the Council from among the members of the Council for a term of not more than two years.

Remunera-
tion

(7) The members of the Council shall serve without remuneration but may be paid by the Association any reasonable travel and living expenses incurred by them when engaged on the business of the Council while absent from their ordinary places of residence.

R.S., c. 18 (3rd Supp.), s. 34

239. The heading before section 27 and sections 27 and 28 of the Act are replaced by the following:

Fiscal Year

Fiscal year

27. The fiscal year of the Association is the calendar year.

Electronic Meetings

Electronic meetings

28. (1) Subject to the by-laws, a meeting of the Board or of a committee of the Board, a meeting of the members or a meeting of the Stakeholder Advisory Council may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.

Deemed present

(2) A person participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Part to be present at the meeting.

1991, c. 48, s. 489; 1997, c. 15, s. 115; 1999, c. 28, s. 114

240. Section 30 of the Act and the heading before it are repealed.

1993, c. 34, s. 48(E)

241. Section 33 of the Act and the heading before it are repealed.

242. Subsection 34(2) of the Act is replaced by the following:

Exemption from Canada Corporations Act

(2) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Association.

243. Section 35 of the Act is replaced by the following:

Regulations by Governor in Council

35. (1) The Governor in Council may make regulations

    (a) establishing the number of members of committees of the Board and the number of members of the Board that shall be designated by the Board from each class of members established under subsection 9(3);

    (b) respecting the election of directors of the Association, including regulations

      (i) respecting the eligibility of persons to be elected as directors,

      (ii) determining the number of directors, if any, to be elected in respect of each class established under subsection 9(3), and

      (iii) prescribing the circumstances when two or more of the classes established under subsection 9(3) are to be deemed to be one class and determining the number of directors to be elected in respect of that deemed class;

    (c) determining the number of votes that a member is entitled to cast for the election of directors;

    (d) establishing requirements for membership in the Association to be met by persons or classes of persons;

    (e) respecting the conditions that a money market mutual fund must satisfy; and

    (f) generally, for carrying out the purposes and provisions of this Part.

Deeming

(2) A director elected in respect of classes that are deemed to be one class under regulations made under subparagraph (1)(b)(iii) is deemed to be elected by and to represent the members of each of the affected classes for the purposes of subsection 9(4) and sections 11 to 13.

244. The Act is amended by adding the following after section 35:

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