Bill C-9

Consequential Amendment to the Office of the Superintendent of Financial Institutions act

1883. Subsection 22(1.1) of the Office of the Superintendent of Financial Institutions Act is replaced by the following:

(1.1) Despite subsection (1), subsections 606(1) and 636(1) of the Bank Act, subsection 435(1) of the Cooperative Credit Associations Act, subsection 672(1) of the Insurance Companies Act and subsection 503(1) of the Trust and Loan Companies Act, the Superintendent may disclose to the Financial Transactions and Reports Analysis Centre of Canada established by section 41 of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act information relating to policies and procedures that financial institutions adopt to ensure their compliance with Parts 1 and 1.1 of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act.

Coming into Force

1884. The provisions of this Part come into force on a day or days to be fixed by order of the Governor in Council.

PART 15

CANADA POST CORPORATION ACT

1885. Section 15 of the Canada Post Corporation Act is amended by adding the following after subsection (2):

PART 16

CANADA DEPOSIT INSURANCE CORPORATION ACT

Amendments to the Act

1886. Subsection 11(2) of the Canada Deposit Insurance Corporation Act is amended by adding the following after paragraph (f):

1887. Section 11 of the Act is amended by adding the following after subsection (2):

1888. Paragraph 39.13(1)(c) of the Act is replaced by the following:

(c) direct the Minister to incorporate a federal institution designated in the order as a bridge institution and specify the date and time as of which the federal member institution’s deposit liabilities are assumed.

1889. Section 39.15 of the Act is amended by adding the following before subsection (8):

1890. The portion of subsection 39.15(9) of the Act before the definition “eligible financial contract” is replaced by the following:

(9) The following definitions apply in this section.

1891. Subsection 39.202(1) of the Act is replaced by the following:

39.202 (1) A bridge institution shall assume a federal member institution’s deposit liabilities that are both insured by the Corporation and posted in the federal member institution’s records as of the date and time specified in the order referred to in paragraph 39.13(1)(c).

1892. The schedule to the Act is amended by replacing “(Section 2)” after the heading “SCHEDULE” with “(Sections 2 and 26.01 and subsection 11(2.1))”.

Coming into Force

1893. Sections 1889 and 1890 come into force on the day on which subsection 245(7) of the Budget Implementation Act, 2009 comes into force or, if it is later, on the day on which this Act receives royal assent.

PART 17

FEDERAL CREDIT UNIONS

Bank Act

1894. (1) The definitions “affairs”, “personal representative” and “special resolution” in section 2 of the Bank Act are replaced by the following:

“affairs”, with respect to a bank, an authorized foreign bank or a bank holding company, means the relationships among the bank, authorized foreign bank or bank holding company and its affiliates and the shareholders, members, directors and officers of the bank, authorized foreign bank or bank holding company and its affiliates, but does not include the business of the bank, authorized foreign bank or bank holding company or any of its affiliates;

“personal representative” means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person, but does not include a delegate;

“special resolution” means a resolution passed by a majority of not less than two thirds of the votes cast in respect of that resolution or signed by all the persons who are entitled to vote on that resolution;

(2) The definitions “détenteur” and “titre” ou “valeur mobilière” in section 2 of the French version of the Act are replaced by the following:

(3) The definition “ordinary resolution” in section 2 of the English version of the Act is replaced by the following:

“ordinary resolution” means a resolution passed by a majority of the votes cast in respect of that resolution;

(4) The definition “complainant” in section 2 of the Act is amended by striking out “or” at the end of paragraph (b), by adding “or” at the end of paragraph (c) and by adding the following after paragraph (c):

(5) The definition “recorded address” in section 2 of the Act is amended by striking out “and” at the end of paragraph (a) and by adding the following after that paragraph:

(6) The definition “holder” in section 2 of the English version of the Act is amended by striking out “and” at the end of paragraph (a), by adding the word “and” at the end of paragraph (b) and by adding the following after paragraph (b):

(7) Paragraph (a) of the definition “secu-rity” in section 2 of the English version of the Act is replaced by the following:

(a) in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit or, for greater certainty, a membership share, and

(8) Section 2 of the Act is amended by adding the following in alphabetical order:

(9) Section 2 of the English version of the Act is amended by adding the following in alphabetical order:

1895. Section 2.3 of the Act is amended by adding the following after paragraph (a):

1896. Subsections 2.4(2) and (3) of the Act are replaced by the following:

(2) On the application of a bank or bank holding company, the Superintendent may determine that it is not or was not a distributing bank or distributing bank holding company, as the case may be, if the Superintendent is satisfied that the determination would not prejudice any security holder of that bank or bank holding company or any holder of a membership share of that bank.

(3) The Superintendent may determine that members of a class of banks or bank holding companies are not or were not distributing banks or distributing bank holding companies, as the case may be, if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class or any holder of a membership share of a bank that is a member of the class.

1897. (1) Subsection 3(1) of the Act is amended by adding the following after paragraph (a):

(2) Section 3 of the Act is amended by adding the following after subsection (4):

1898. The Act is amended by adding the following after section 7:

1899. (1) Section 8 of the Act is amended by adding the following after subsection (1):

(2) Section 8 of the Act is amended by adding the following after subsection (2):

1900. The Act is amended by adding the following after section 9:

1901. (1) Subsection 10(1) of the French version of the Act is replaced by the following:

(2) Subsection 10(1) of the Act is amended by striking out “or” at the end of paragraph (a), by adding “or” at the end of paragraph (b) and by adding the following after paragraph (b):

(3) Section 10 of the Act is amended by adding the following after subsection (3):

(4) Section 10 of the Act is amended by adding the following after subsection (4):

1902. The Act is amended by adding the following after section 12:

1903. Section 18 of the Act is renumbered as subsection 18(1) and is amended by adding the following:

1904. Section 22 of the Act is replaced by the following:

22. (1) On the application of one or more persons made in accordance with this Act, the Minister may, subject to this Part, issue letters patent incorporating a bank, other than a federal credit union.

1905. Section 27 of the Act is amended by striking out “and” at the end of paragraph (g) and by replacing paragraph (h) with the following:

(i) the best interests of the financial system in Canada including, if the bank will be a federal credit union, the best interests of the cooperative financial system in Canada.

1906. Subsection 28(1) of the Act is amended by adding the following after paragraph (a):

1907. The Act is amended by adding the following after section 31:

1908. Section 33 of the Act is amended by adding the following after subsection (2):

1909. Subsections 34(1) and (2) of the Act are replaced by the following:

34. (1) If a body corporate applies for letters patent under section 33, sections 23 to 27 apply in respect of the application, with any modifications that the circumstances require.

(2) If a body corporate applies for letters patent under section 33, the application must be duly authorized by a special resolution.

1910. Subsection 35(1) of the English version of the Act is replaced by the following:

35. (1) On the application of a body corporate under section 33, the Minister may, subject to this Part, issue letters patent continuing the body corporate as a bank under this Act.

1911. The Act is amended by adding the following after section 35:

1912. The portion of section 36 of the English version of the Act before paragraph (a) is replaced by the following:

36. On the day set out in the letters patent continuing a body corporate as a bank,

1913. Section 38 of the Act is renumbered as subsection 38(1) and is amended by adding the following:

1914. Paragraph 39(2)(a) of the Act is replaced by the following:

(a) with respect to any activity described in paragraph (1)(a), 30 days after the date of issue of the letters patent or

(i) if the activity is conducted under an agreement existing on the date of issue of the letters patent, the expiry of the agreement, or

1915. The portion of subsection 39.1(1) of the Act before paragraph (a) is replaced by the following:

39.1 (1) A bank that is not a federal credit union may

1916. Section 39.2 of the Act is replaced by the following:

39.3 If a bank applies for a certificate or letters patent referred to in section 39.1 or 39.2 in accordance with that section and the certificate is given or the letters patent are issued, this Act ceases to apply to the bank as of the day on which the certificate or the letters patent take effect.

1917. Section 40 of the Act is amended by striking out “or” at the end of paragraph (d) and by adding the following after paragraph (e):

1918. The Act is amended by adding the following after section 40:

1919. Subsection 42(4) of the Act is replaced by the following:

(4) If a bank is carrying on business under or identifying itself by a name other than its corporate name, the Superintendent may, by order, direct the bank not to use that other name if the Superintendent is of the opinion that that other name is a name referred to in any of paragraphs 40(a) to (g).

1920. The Act is amended by adding the following after the heading “Organization Meetings” before section 45:

1921. The portion of subsection 45(1) of the Act before paragraph (a) is replaced by the following:

45. (1) After letters patent incorporating a bank that is not a federal credit union are issued, a meeting of the directors of the bank must be held at which the directors may, subject to this Part,

1922. Subsection 46(1) of the Act is replaced by the following:

46. (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a bank in respect of which letters patent were issued under subsection 22(1) from the issue of its shares, the directors of the bank must without delay call a meeting of the shareholders of the bank.

1923. Section 47 of the French version of the Act is replaced by the following:

1924. The Act is amended by adding the following after section 47:

1925. (1) The portion of section 50 of the Act before paragraph (a) is replaced by the following:

50. Until an order approving the commencement and carrying on of business is made for a bank, the bank must not make any payment on account of incorporation or organization expenses out of moneys received from the issue of the shares or the membership shares of the bank and interest on those moneys, except reasonable sums

(2) Paragraph 50(b) of the Act is replaced by the following:

(b) for the payment of costs related to the issue of shares, or membership shares, of the bank; and

1926. Paragraphs 52(1)(a) and (b) of the Act are replaced by the following:

(a) the meeting of shareholders of the bank referred to in subsection 46(1), or, in the case of a federal credit union, the meeting of members referred to in subsection 47.02(1), has been duly held;

(b) the bank has paid-in capital of at least five million dollars or any greater amount that is specified by the Minister under subsection 46(1) or 47.02(1);

1927. Section 53 of the Act is renumbered as subsection 53(1) and is amended by adding the following:

1928. Paragraph 54(1)(b) of the Act is replaced by the following:

(b) amend or revoke any authorization contained in the order or any condition or limitation to which the order is subject, other than the condition deemed to be in the order by subsection 53(2),

1929. Subsections 58(2) to (5) of the Act are replaced by the following:

(2) If the amount allowed by a special resolution for the payment of any incorporation and organization expenses referred to in subsection (1) is considered insufficient by the directors or if no special resolution for the payment of such expenses is passed, the directors may apply to any court having jurisdiction in the place where the head office of the bank is situated to settle and determine the amounts to be paid out of any moneys of the bank before distribution of the balance to

(a) if the bank is not a federal credit union, the shareholders or, if there are no shareholders, to the incorporators; or

(3) The directors must, at least 21 days before the date fixed for the hearing of the application referred to in subsection (2), send to the shareholders, incorporators or members, as the case may be, a notice of the application, containing a statement of the amounts that are proposed to be settled and determined by the court.

(4) In order that the amounts paid and payable under this section may be equitably borne by the shareholders, incorporators or members, as the case may be, the directors must, after the amounts of the payments have been approved by special resolution or settled and determined by a court, fix the proportionate part of the amounts chargeable to each shareholder, incorporator or member as the ratio of the amount paid in by that person to the aggregate of all the amounts paid in by the shareholders, incorporators or members.

(5) After the amounts referred to in this section have been paid, the directors shall pay, with any interest earned, to the shareholders, incorporators or members, the respective balances of the moneys paid in by them, less the amount chargeable to each under subsection (4).

1930. The portion of subsection 60(1) of the Act before paragraph (a) is replaced by the following:

60. (1) A bank that is not a federal credit union must have one class of shares, to be designated as “common shares”, which are non-redeemable and in which the rights of the holders of those common shares are equal in all respects, and those rights include

1931. The Act is amended by adding the following after section 60:

1932. The portion of subsection 61(1) of the Act before paragraph (a) is replaced by the following:

61. (1) The by-laws of a bank that is not a federal credit union may provide for more than one class of shares and, if they so provide, they must set out

1933. Section 62 of the Act is amended by adding the following after subsection (1):

1934. (1) Subsection 66(2) of the Act is replaced by the following:

(2) A bank must record in the appropriate stated capital account the full amount of any consideration it receives for any shares or membership shares it issues.

(2) Subsection 66(4) of the Act is replaced by the following:

(4) On the issuance of a share or membership share, a bank must not add to the appropriate stated capital account an amount greater than the amount of the consideration it receives for the share or membership share.

(3) Section 66 of the Act is amended by adding the following after subsection (5):

1935. (1) Subsection 67(1) of the Act is replaced by the following:

67. (1) If a body corporate is continued as a bank under this Act, the bank must record in the stated capital account maintained for each class and series of shares, or for other ownership interests, however designated, then outstanding an amount that is equal to the aggregate of

(a) the aggregate amount paid up on the shares of each class and series of shares, or on the other ownership interests, immediately before the body corporate was so continued, and

(b) the amount of the contributed surplus of the bank that is attributable to those shares or other ownership interests.

(2) Subsection 67(3) of the Act is replaced by the following:

(3) Any amount unpaid in respect of a share or other ownership interest, however designated, in the body corporate, that was issued by a body corporate before it was continued as a bank under this Act and paid after it was so continued must be recorded in the stated capital account maintained by the bank for the shares of that class or series or for membership shares.

1936. Section 70 of the Act is amended by striking out “or” at the end of paragraph (c) and by adding the following after that paragraph:

1937. Section 71 of the Act is replaced by the following:

71. (1) Subject to subsection (2) and to its by-laws, a bank may, with the consent of the Superintendent, purchase, for the purpose of cancellation, any shares or membership shares issued by it, or redeem any redeemable shares or membership shares issued by it at prices not exceeding the redemption price for the shares or membership shares calculated according to a formula stated in its by-laws or the conditions attaching to the shares or membership shares.

(2) A bank must not make any payment to purchase or redeem any shares or membership shares issued by it if there are reasonable grounds for believing that the bank is, or the payment would cause the bank to be, in contravention of any regulation referred to in subsection 485(1) or (2) or any direction made under subsection 485(3).

(3) A bank may accept from any shareholder or member a share or membership share, as the case may be, of the bank surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share or membership share except in accordance with section 75.

1938. Subsection 72(1) of the Act is replaced by the following:

72. (1) A bank may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares of the bank — or, if the bank is a federal credit union, membership shares of the federal credit union — or of any body corporate that controls the bank or ownership interests in any unincorporated entity that controls the bank, but only if the bank or the subsidiary does not have a beneficial interest in the shares, membership shares or ownership interests.

1939. Subsection 73(1) of the Act is replaced by the following:

73. (1) Subject to subsection (2), if a bank purchases shares of the bank or fractions of shares, or membership shares of the bank, or redeems or otherwise acquires shares or membership shares of the bank, the bank must cancel those shares or membership shares.

1940. (1) Subsection 75(1) of the Act is replaced by the following:

75. (1) The stated capital of a bank that is not a federal credit union may be reduced by special resolution.

(2) Paragraph 75(4.1)(b) of the Act is replaced by the following:

(b) there is to be no return of capital to shareholders or members, as the case may be, as a result of the reduction.

(2) Paragraphs 75(6)(a) and (b) of the Act are replaced by the following:

(a) the number of the bank’s shares or membership shares, as the case may be, issued and outstanding,

(b) the results of the voting,

1941. Subsections 76(1) and (2) of the Act are replaced by the following:

76. (1) If any money or property was paid or distributed to a shareholder, member or other person as a consequence of a reduction of capital made contrary to section 75, a creditor of the bank may apply to a court for an order compelling the shareholder, member or other person to pay the money or deliver the property to the bank.

(2) No person holding shares or membership shares in the capacity of a personal representative and registered on the records of the bank as a shareholder or member and described in those records as the personal representative of a named person is personally liable under subsection (1), but the named person is subject to all the liabilities imposed by that subsection.

1942. (1) Subsection 77(1) of the Act is replaced by the following:

77. (1) On a purchase, redemption or other acquisition by a bank of shares or fractions of shares, or of membership shares, issued by it, other than shares or membership shares acquired under section 72 or acquired through the realization of security and sold under subsection 73(2), the bank must deduct from the stated capital account maintained for the class or series of shares, or for the membership shares, as the case may be, so purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital in respect of the shares of that class or series, or in respect of the membership shares, as the case may be, by the number of shares of that class or series, or the number of membership shares, as the case may be, so purchased, redeemed or otherwise acquired and dividing by the number of shares of that class or series, or the number of membership shares, as the case may be, outstanding immediately before the purchase, redemption or other acquisition.

(2) Subsection 77(5) of the Act is replaced by the following:

(5) Shares issued by a bank and converted into shares of another class or series, or changed under subsection 192.03(1) or 217(1) into shares of another class or series, become issued shares of the class or series of shares into which the shares have been converted or changed.

1943. Section 78 of the Act is replaced by the following:

78. On a conversion of any debt obligation of a bank into shares of a class or series of shares, or into membership shares, the bank must

(a) deduct from the liabilities of the bank the nominal value of the debt obligation being converted; and

(b) record the result obtained under paragraph (a) and any additional consideration received for the conversion in the stated capital account maintained or to be maintained for the class or series of shares, or for the membership shares, as the case may be, into which the debt obligation has been converted.

1944. (1) Subsection 79(1) of the Act is replaced by the following:

79. (1) The directors of a bank may declare and a bank may pay a dividend or patronage allocation by issuing fully paid shares or, subject to subsection 79.2(1), membership shares of the bank or options or rights to acquire fully paid shares or membership shares of the bank and, subject to subsection (4), the directors of a bank may declare and a bank may pay a dividend or patronage allocation in money or property, and if a dividend or patronage allocation is to be paid in money, the dividend may be paid in a currency other than the currency of Canada.

(2) Subsections 79(3) and (4) of the Act are replaced by the following:

(3) If shares or membership shares of a bank are issued in payment of a dividend or patronage allocation, the bank must record in the stated capital account maintained or to be maintained for the shares of the class or series, or for the membership shares, issued in payment of the dividend or patronage allocation the declared amount of the dividend or patronage allocation stated as an amount of money.

(4) The directors of a bank must not declare and a bank must not pay a dividend or patronage allocation if there are reasonable grounds for believing that the bank is, or the payment would cause the bank to be, in contravention of any regulation referred to in subsection 485(1) or (2) or any direction made under subsection 485(3).

1945. The Act is amended by adding the following after section 79:

1946. The portion of the definition “se- curity” or “security certificate” in section 81 of the Act after paragraph (d) is replaced by the following:

but does not include an instrument evidencing a deposit or, in the case of a federal credit union, a membership share;

1947. The heading “Shareholders” before section 136 of the Act is replaced by the following:

Shareholders and Members

1948. Subsections 136(1) and (2) of the Act are replaced by the following:

136. (1) Meetings of shareholders or members of a bank are to be held at the place within Canada provided for in the by-laws of the bank or, in the absence of any such provision, at the place within Canada that the directors determine.

(2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders or members may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the bank makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.

1949. (1) Subsection 137(1) of the English version of the Act is replaced by the following:

137. (1) The directors of a bank

(a) must, after the meeting called under subsection 46(1) or section 47.02, call the first annual meeting of shareholders or members, as the case may be, of the bank, which meeting must be held not later than six months after the end of the first financial year of the bank, and subsequently call an annual meeting of shareholders or members, as the case may be, which meeting must be held not later than six months after the end of each financial year; and

(b) may at any time call a special meeting of shareholders or members.

(2) Subsections 137(5) and (6) of the Act are replaced by the following:

(5) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders or members for any purpose, including for a determination of which shareholders or members are entitled to

(a) receive payment of a dividend or a patronage allocation;

(b) participate in a liquidation distribution;

(c) receive notice of a meeting of shareholders or members; or

(d) vote at a meeting of shareholders or members.

(6) If no record date is fixed,

(a) the record date for the determination of shareholders or members who are entitled to receive notice of a meeting is

(i) at the close of business on the day immediately preceding the day on which the notice is given, or

(ii) if no notice is given, the day on which the meeting is held; and

(b) the record date for the determination of shareholders or members for any other purpose, other than to establish a right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

1950. (1) The portion of subsection 138(1) of the English version of the Act before paragraph (a) is replaced by the following:

138. (1) Notice of the time and place of a meeting of shareholders or members of a bank must be sent within the prescribed period to

(2) Paragraph 138(1)(a) of the Act is replaced by the following:

(a) each shareholder or member entitled to vote at the meeting;

(3) Subsections 138(1.01) and (1.1) of the Act are replaced by the following:

(1.01) In the case of a bank that is not a federal credit union and that is not a distributing bank, notice may be sent within any shorter period specified in its by-laws.

(1.1) A bank with equity of eight billion dollars or more that is not a federal credit union must set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining shareholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

1951. Section 139 of the Act is replaced by the following:

139. (1) A notice of a meeting is not required to be sent to shareholders or members who are not registered on the records of the bank or the bank’s transfer agent on the record date fixed under paragraph 137(5)(c) or determined under paragraph 137(6)(a).

(2) Failure to receive a notice of a meeting does not deprive a shareholder or member of the right to vote at the meeting.

1952. Section 140 of the English version of the Act is replaced by the following:

140. (1) If a meeting is adjourned for less than 30 days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

(2) If a meeting is adjourned by one or more adjournments for a total of 30 days or more, notice of the continuation of the meeting must be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than 90 days, subsection 156.04(1) does not apply.

1953. (1) Subsection 141(1) of the English version of the Act is replaced by the following:

141. (1) All matters dealt with at a special meeting of shareholders or members and all matters dealt with at an annual meeting, except consideration of the financial statements, report of the auditor or auditors, election of directors, remuneration of directors and reappointment of the incumbent auditor or auditors, are deemed to be special business.

(2) Subsection 141(2) of the Act is replaced by the following:

(2) Notice of a meeting of shareholders or members at which special business is to be transacted must

(a) state the nature of the special business in sufficient detail to permit a shareholder or member to form a reasoned judgment in respect of that special business; and

(b) contain the text of any special resolution to be submitted to the meeting.

1954. The Act is amended by adding the following after section 141:

1955. (1) Subsection 142(1) of the Act is replaced by the following:

142. (1) A shareholder, a member and any other person entitled to attend a meeting may in any manner waive notice of the meeting.

(2) Subsection 142(2) of the English version of the Act is replaced by the following:

(2) Attendance at a meeting of shareholders or members is a waiver of notice of the meeting, except when a person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

1956. The portion of subsection 143(1) of the Act before paragraph (a) is replaced by the following:

143. (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares of a bank that is not a federal credit union that may be voted at an annual meeting of shareholders may

1957. The Act is amended by adding the following after section 144:

1958. (1) Section 145 of the Act is amended by adding the following after subsection (1):

(2) Section 145 of the Act is amended by adding the following after subsection (2):

(3) The portion of subsection 145(4) of the Act before paragraph (a) is replaced by the following:

(4) A shareholder of a bank that is not a federal credit union may examine the list of shareholders

(4) Section 145 of the Act is amended by adding the following after subsection (4):

1959. Subsections 146(2) and (3) of the Act are replaced by the following:

(3) If a quorum is present at the opening of a meeting of shareholders or members, the shareholders or members present may, unless the by-laws otherwise provide, proceed with the business of the meeting even though a quorum is not present throughout the meeting.

(4) If a quorum is not present at the opening of a meeting of shareholders or members, the shareholders or members present may adjourn the meeting to a fixed time and place but may not transact any other business.

1960. Section 149 of the Act is replaced by the following:

149. (1) If an entity is a shareholder or member of a bank, the bank must recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders or members of the bank.

(2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were a natural person as well as a shareholder or member.

1961. (1) Subsections 151(1) and (2) of the Act are replaced by the following:

151. (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders or members is to take place by show of hands except when a ballot is demanded by a person entitled to vote at the meeting.

(2) A person entitled to vote at a meeting of shareholders or members may demand a ballot either before or after any vote by show of hands.

(2) Subsections 151(4) and (5) of the Act are replaced by the following:

(4) Unless the by-laws provide otherwise, any person who is participating in a meeting under subsection 136(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the bank has made available for that purpose.

(6) The Governor in Council may make regulations

(a) respecting the manner of and conditions for voting at a meeting of members or shareholders by means of a telephonic, electronic or other communication facility; and

1962. (1) The portion of subsection 152(1) of the French version of the Act before paragraph (a) is replaced by the following:

(2) Paragraphs 152(1)(a) and (b) of the English version of the Act are replaced by the following:

(a) a resolution in writing signed by all the persons entitled to vote on that resolution at a meeting of shareholders or members is as valid as if it had been passed at a meeting of the shareholders or members; and

(b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or members, and signed by all the persons entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or members.

(3) Subsection 152(2) of the English version of the Act is replaced by the following:

(2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings.

1963. (1) Subsection 153(2) of the Act is replaced by the following:

(2) The requisition

(a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the bank; and

(b) may consist of several documents of like form, each signed by one or more shareholders or members, as the case may be.

(2) The portion of subsection 153(3) of the English version of the Act before paragraph (c) is replaced by the following:

(3) On receipt of the requisition, the directors must call a meeting of shareholders or members, as the case may be, to transact the business stated in the requisition, unless

(a) a record date has been fixed under paragraph 137(5)(c) and notice of it has been given under subsection 137(7);

(b) the directors have called a meeting of shareholders or members, as the case may be, and have given the notice required by section 138; or

(3) Paragraph 153(3)(c) of the Act is replaced by the following:

(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 143(5)(b) to (e) or 144.1(8)(b) to (e).

(4) Subsection 153(4) of the English version of the Act is replaced by the following:

(4) If the directors do not call a meeting within 21 days after receiving the requisition, any person who signed the requisition may call the meeting.

(5) Subsection 153(6) of the Act is replaced by the following:

(6) Unless the shareholders or members, as the case may be, otherwise resolve at a meeting called under subsection (4), the bank must reimburse the shareholders or members for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

1964. (1) The portion of subsection 154(1) of the Act before paragraph (a) is replaced by the following:

154. (1) A court may, on the application of a director of a bank, a person who is entitled to vote at a meeting of shareholders or members of a bank or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if

(2) Subsection 154(3) of the English version of the Act is replaced by the following:

(3) A meeting called, held and conducted under this section is for all purposes a meeting of shareholders or members, as the case may be, of the bank duly called, held and conducted.

1965. (1) Subsection 155(1) of the Act is replaced by the following:

155. (1) A bank or any of its shareholders, members or directors may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the bank.

(2) Subsection 155(2) of the Act is amended by striking out “and” at the end of paragraph (c), by adding “and” at the end of paragraph (d) and by adding the following after paragraph (d):

1966. Section 156.09 of the Act is amended by adding the following after subsection (2):

1967. The Act is amended by adding the following after section 159:

1968. Section 160 of the Act is amended by striking out “and” at the end of paragraph (h), by adding “and” at the end of paragraph (i) and by adding the following after paragraph (i):

1969. Paragraphs 162.1(2)(a) and (b) of the Act are replaced by the following:

(a) becomes effective on the day of the next annual meeting of the persons who are entitled to elect directors unless a notice in writing by the Superintendent revoking the determination is received by the bank prior to that day; and

(b) ceases to be in effect on the day of the next annual meeting of those persons after a notice in writing by the Superintendent revoking the determination is received by the bank.

1970. Subsection 163(3) of the Act is replaced by the following:

(3) For the purposes of subsection (1), whether or not a person is affiliated with a bank is to be determined as at the day the notice of the annual meeting is sent under section 138 and that determination becomes effective on the day of that meeting, and a person is deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders or members, as the case may be.

1971. Section 165 of the Act is replaced by the following:

165. (1) Subject to subsection 159(1) and sections 168 and 217, the directors of a bank that is not a federal credit union must, by by-law, determine the number of directors or the minimum and maximum number of directors, but no by-law that decreases the number of directors shortens the term of an incumbent director.

(3) A by-law made under subsection (1) or (2) that provides for a minimum and maximum number of directors may provide that the number of directors to be elected at any annual meeting of the shareholders or members, as the case may be, be the number that is fixed by the directors before the annual meeting.

1972. (1) Subsections 166(2) to (4) of the English version of the Act are replaced by the following:

(2) A director elected for a term of one, two or three years holds office until the close, as the case may be, of the first, second or third annual meeting of shareholders or members, as the case may be, following the election of the director.

(3) A director who is not elected for an expressly stated term of office ceases to hold office at the close of the next annual meeting of shareholders or members, as the case may be, following the election of the director.

(4) It is not necessary that all directors elected at a meeting of shareholders or members hold office for the same term.

(2) Subsection 166(6) of the Act is replaced by the following:

(6) Subject to subsection 163(4), if a director of a bank is elected or appointed for a term of more than one year, the bank must comply with subsections 159(2) and 163(1) and section 164 at each annual meeting of shareholders or members, as the case may be, during the director’s term of office as if that director were elected or appointed on that date.

1973. The Act is amended by adding the following after section 168:

1974. The portion of subsection 170(2) of the Act before paragraph (a) is replaced by the following:

(2) If, at the close of a meeting of shareholders or members of a bank, the shareholders or members have failed to elect the number or minimum number of directors required by this Act or the by-laws of a bank, the purported election of directors at the meeting

1975. (1) The portion of subsection 171(1) of the Act before paragraph (a) is replaced by the following:

171. (1) Despite subsections 166(2) and (3) and paragraphs 168(1)(f) and 172(1)(a), if subsection 170(1) or (2) applies at the close of any meeting of shareholders or members of a bank, the board of directors, until their successors are elected or appointed, consists solely of

(2) Subsections 171(3) and (4) of the Act are replaced by the following:

(3) If subsection (1) or (2) applies, the board of directors referred to in that subsection must, without delay, call a special meeting of shareholders or members, as the case may be, to fill the vacancies if paragraph 170(2)(a) applies, or elect a new board of directors if subsection 170(1) or paragraph 170(2)(b) applies.

(4) If the directors fail to call a special meeting required by subsection (3), the meeting may be called by any person who would be entitled to vote at the meeting.

1976. (1) Subsection 173(1) of the Act is replaced by the following:

173. (1) Subject to paragraph 168(1)(g), the shareholders of a bank that is not a federal credit union may by resolution at a special meeting of shareholders remove any director or all the directors from office.

(2) Section 173 of the Act is amended by adding the following after subsection (2):

(2) Subsection 173(3) of the English version of the Act is replaced by the following:

(3) Subject to paragraphs 168(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders or members, as the case may be, at which the director is removed or, if not so filled, may be filled under section 177 or 178.

1977. (1) Paragraph 174(1)(b) of the English version of the Act is replaced by the following:

(b) receives a notice or otherwise learns of a meeting called for the purpose of removing the director from office, or

(2) Paragraph 174(1)(c) of the Act is replaced by the following:

(c) receives a notice or otherwise learns of a meeting of directors, shareholders or members at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,

1978. Sections 175 and 176 of the Act are replaced by the following:

175. (1) A bank that is not a federal credit union must without delay on receipt of a director’s statement referred to in subsection 174(1) relating to a matter referred to in paragraph 174(1)(b) or (c), or a director’s statement referred to in subsection 174(2), send a copy of it to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is included in or attached to a management proxy circular required by subsection 156.05(1).

(3) No bank or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1) or (2).

176. (1) The by-laws of a bank that is not a federal credit union may provide that a vacancy among the directors is to be filled only

(a) by a vote of the shareholders; or

(b) by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.

1979. Section 178 of the Act is replaced by the following:

178. Despite section 183, if a class of persons have an exclusive right to elect one or more directors and a vacancy occurs among those directors, then, subject to section 176,

(a) the remaining directors elected by those persons may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors who may be elected by that class from a failure to elect the number or minimum number of directors provided for in the by-laws for that class;

(b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 159, subsection 163(1) and section 164, the other directors may fill that vacancy; and

(c) if there are no such remaining directors and paragraph (b) does not apply, any person of that class may call a meeting of the class for the purpose of filling the vacancy.

1980. Subsection 179.1(1) of the Act is replaced by the following:

179.1 (1) The directors of a bank that is not a federal credit union may appoint one or more additional directors if the by-laws of the bank allow them to do so and the by-laws determine the minimum and maximum numbers of directors.

1981. The Act is amended by adding the following after section 183:

1982. Subsection 186(2) of the Act is replaced by the following:

(2) A bank must attach to the notice of each annual meeting it sends to its shareholders or members, as the case may be, a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.

1983. Subsection 188(1) of the Act is replaced by the following:

188. (1) Unless this Act otherwise provides, the directors of a bank that is not a federal credit union may by resolution make, amend or repeal any by-law that regulates the business or affairs of the bank.

1984. Section 189 of the French version of the Act is replaced by the following:

1985. Paragraph 192(1)(b) of the Act is replaced by the following:

(b) immediately prior to the day a body corporate is continued as a bank other than a federal credit union, was provided for in the incorporating instrument of the body corporate,

1986. The Act is amended by adding the following after section 192:

1987. The portion of section 198 of the Act before paragraph (a) is replaced by the following:

198. The directors of a bank that is not a federal credit union may not delegate the power to

1988. The Act is amended by adding the following after section 198:

1989. Section 201 of the Act is replaced by the following:

201. A director of a bank is entitled to attend and to be heard at every meeting of shareholders or members.

1990. Subsection 202(4) of the Act is replaced by the following:

(4) If the material contract or material transaction, whether entered into or proposed, is one that in the ordinary course of the bank’s business would not require approval by the directors, shareholders or members, as the case may be, the director or officer must disclose to the bank, in writing or by requesting to have it entered in the minutes of a meeting of directors or of a committee of directors, the nature and extent of their interest immediately after they become aware of the contract or transaction.

1991. Subsection 204(2) of the Act is replaced by the following:

(2) The shareholders and members of the bank may examine the portions of any minutes of meetings of directors or committees of directors that contain disclosures under subsection 202(1), or the portions of any other documents that contain those disclosures, during the usual business hours of the bank.

1992. Sections 205 to 207 of the Act are replaced by the following:

205. (1) A contract or transaction for which disclosure is required under subsection 202(1) is not invalid and a director or officer is not accountable to the bank or its shareholders or members for any profit realized from it by reason only of the director’s or officer’s interest in the contract or transaction or the fact that the director was present or was counted to determine whether a quorum existed at the meeting of directors, or of a committee of directors, that considered it if

(a) the director or officer disclosed their interest in accordance with section 202 and subsection 204(1);

(b) the directors approved the contract or transaction; and

(c) the contract or transaction was reasonable and fair to the bank at the time that it was approved.

(2) Even if the conditions set out in subsection (1) are not met, a director or officer acting honestly and in good faith is not accountable to the bank or its shareholders or members for any profit realized from a contract or transaction for which disclosure was required and the contract or transaction is not invalid by reason only of the director’s or officer’s interest in it if

(a) the contract or transaction is approved or confirmed by special resolution at

(i) in the case of a bank that is not a federal credit union, a meeting of shareholders, or

(b) disclosure of the interest was made to the shareholders or, in the case of a federal credit union, to the members and shareholders, if any, in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and

(c) the contract or transaction was reasonable and fair to the bank at the time that it was approved or confirmed.

206. If a director or officer of a bank fails to comply with any of sections 202 to 205, a court, on application of the bank or any of its shareholders or members, may set aside the contract or transaction on any terms that the court thinks fit and may require the director or officer to account to the bank for any profit or gain realized on it.