Bill S-21

2nd Session, 37th Parliament,

51-52 Elizabeth II, 2002-2003

senate of canada

BILL S-21

An Act to amalgamate the Canadian Association of Insurance and Financial Advisors and The Canadian Association of Financial Planners under the name The Financial Advisors Association of Canada

WHEREAS the Canadian Association of Insurance and Financial Advisors, having its principal place of business in the City of Toronto, was incorporated by an Act of the Parliament of Canada, being chapter 104 of the Statutes of Canada, 1924, under the name of “The Life Underwriters’ Association of Canada”;

AND WHEREAS, by Ministerial order issued on December 1, 1997 under section 216 of the Canada Corporations Act, the name of the Association was changed to the “Canadian Association of Insurance and Financial Advisors”;

AND WHEREAS The Canadian Association of Financial Planners, having its principal place of business in the City of Toronto, was incorporated by letters patent issued under Part II of the Canada Corporations Act on December 24, 1982, and the French form of its name was changed by supplementary letters patent issued on June 20, 1986;

AND WHEREAS the two corporations have by their petition represented that they wish to amalgamate and continue as one corporation under the name of “The Financial Advisors Association of Canada”;

AND WHEREAS there is no existing law of general application that would enable the two corporations to amalgamate and continue as one corporation;

AND WHEREAS the corporations have by their petition prayed that it be enacted as hereinafter set forth and it is expedient to grant the prayer of the petition;

NOW, THEREFORE, Her Majesty, by and with the advice and consent of the Senate and the House of Commons of Canada, enacts as follows:

1. This Act may be cited as The Financial Advisors Association of Canada Act.

2. The following definitions apply in this Act.

“amalgamating corporations” means the corporations mentioned in subsection 3(1).

“by-laws” means the by-laws of the Corporation.

“Corporation” means the amalgamated corporation named in subsection 3(2) as “The Financial Advisors Association of Canada”.

3. (1) The Canadian Association of Insurance and Financial Advisors and The Canadian Association of Financial Planners are amalgamated and continued as one corporation without share capital.

(2) The name of the amalgamated corporation is “The Financial Advisors Association of Canada”.

(3) This Act constitutes the charter of the Corporation.

4. Without limiting the generality of any other provision of this Act, upon amalgamation

(a) the property of each of the amalgamating corporations becomes the property of the Corporation;

(b) the Corporation becomes liable for the obligations of each of the amalgamating corporations;

(c) a cause of action or claim against, or liability of, either of the amalgamating corporations that exists immediately prior to the amalgamation becomes a cause of action or claim against, or liability of, the Corporation;

(d) a civil, criminal or administrative action or proceeding that has been taken or could have been taken by or against either of the amalgamating corporations immediately prior to the amalgamation may be continued or taken by or against the Corporation until the time limit that would have applied if the amalgamation had not taken place;

(e) a conviction against, or a ruling, order or judgment in favour of or against, either of the amalgamating corporations may be enforced by or against the Corporation; and

(f) the claims, rights and privileges of the amalgamating corporations become the claims, rights and privileges of the Corporation.

5. (1) The objects of the Corporation are

(a) to protect by all lawful means the interests of consumers by promoting the professionalism of its members;

(b) to promote excellence among its members in the efficient practice of life insurance and personal financial planning by establishing best practices, regulating standards of practice, and encouraging basic and continuing education; and

(c) to improve public awareness and understanding of personal financial planning.

(2) Subject to this Act, the Corporation has the capacity and the rights, powers and privileges of a natural person to carry out its objects.

(3) To carry out its objects, the Corporation has the power

(a) to distribute and sell journals, books and other literature relating to life insurance and personal financial planning;

(b) to hold examinations on the principles and practices of life insurance and personal financial planning or on general educational attainments;

(c) to grant certificates of proficiency to its members;

(d) to authorize the use, by such of its members as it may designate, of the title and description “Chartered Life Underwriter of Canada”;

(e) to represent its members on matters of common interest before government and regulatory bodies and any other organizations or persons;

(f) to promote and enforce ethical behaviour by its members;

(g) to devote the funds of the Corporation to fulfilling its objects and promoting the welfare of its members in such manner as the Corporation may decide;

(h) to provide overall policy direction to the chapters and affiliated bodies of the Corporation;

(i) to coordinate relations among the chapters and affiliated bodies of the Corporation;

(j) to provide such benefits to its members as are deemed by the board of directors to be in the best interests of the members;

(k) to award and administer professional designations; and

(l) to do all such other things as are incidental and ancillary to the furtherance of its objects or the exercise of its other powers.

6. (1) The Corporation is a non-profit corporation, carrying on its activities without pecuniary gain to its members.

(2) No income or other property, real or personal, of the Corporation is payable to, or otherwise available for, the personal benefit of any member of the Corporation.

7. (1) The head office of the Corporation shall be at such place in Canada as is determined by the Corporation in accordance with the by-laws.

(2) Unless changed in accordance with the by-laws, the head office shall be in the City of Toronto.

8. (1) The Corporation may make by-laws respecting the administration of its affairs.

(2) The first by-laws shall be the by-laws of the Canadian Association of Insurance and Financial Advisors that were in force immediately before the coming into force of this Act.

9. (1) The affairs of the Corporation shall be managed by a board of directors chosen in accordance with the by-laws.

(2) The first directors of the Corporation shall be the following persons, who shall continue as directors until the first annual meeting of the Corporation or such earlier time as they resign or otherwise cease to act as directors in accordance with this Act and the by-laws: Ryan Beebe; James Cripps; Brian Davis; Robert Fleischacker; Cheryl Bauer Hyde; David MacFadyen; Brian Mallard; Gary McLeod; Lee Raine; Randall Reynolds; Kurt Rosentreter; and Timothy Squire.

10. (1) The officers of the Corporation shall be chosen in accordance with the by-laws.

(2) The by-laws may provide for officers of the board, all of whom shall be directors of the Corporation, and corporate officers, who need not be directors of the Corporation.

(3) The first officers of the board of the Corporation shall be the following persons, who shall continue to act as the officers of the board of the Corporation until the first annual meeting of the Corporation or such earlier time as the directors of the Corporation appoint or elect their successors in accordance with this Act and the by-laws: Brian Mallard as Chair; Brian Davis as Vice Chair; Randall Reynolds as Treasurer; and James Cripps as Secretary.

11. (1) The persons who immediately before this Act comes into force were members of either amalgamating corporation are members of the Corporation until their membership terminates in accordance with the by-laws.

(2) A person who is a member of both amalgamating corporations may accede to only one membership in the Corporation under subsection (1).

12. The Corporation shall not issue any share capital.

13. Upon the dissolution and winding up of the Corporation, any assets remaining after payment of the liabilities of the Corporation shall be distributed to one or more organizations or corporations established under the laws of Canada or a province for purposes other than profit and carrying on activities that are substantially similar to those carried on by the Corporation, as may be determined by the members of the Corporation at a meeting duly called for that purpose.

14. An Act to incorporate The Life Underwriters’ Association of Canada, chapter 104 of the Statutes of Canada, 1924, is repealed.

15. This Act shall come into force or be deemed to have come into force on the 12th day of June, 2003.