“articles” means the original or restated articles of incorporation, articles of continuance, articles of amendment, articles of amalgamation, articles of reorganization, articles of dissolution, articles of revival and any amendments to them, and includes an Act under which a body corporate has been incorporated and any amendments to the Act, letters patent, supplementary letters patent, a certificate of incorporation, a memorandum of association and any other document evidencing corporate existence;

“body corporate” includes a credit union or other body corporate wherever or however incorporated;

“bond of association” means a characteristic common to all members of a credit union which leads them to join together in a credit union;

“Corporation” means the New Brunswick Credit Union Deposit Insurance Corporation established under section 215;

“Court” means The Court of Queen’s Bench of New Brunswick;

“credit union” means a body corporate incorporated or continued as a credit union under this Act and includes a caisse populaire;

“equity” means, in relation to a credit union,

(a)the value of the consideration paid for membership shares and any other shares issued by the credit union that are not redeemable within one year,

(b)the book value of any surplus shares issued by the credit union, and

(c)the retained earnings of the credit union,

unless the credit union has an accumulated deficit, in which case it means the amounts determined under paragraphs (a) and (b) minus the accumulated deficit;

“federation” means a body corporate continued under subsection 155(1);

“Minister” means the Minister of Justice and Consumer Affairs;

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

“patronage refund” means an amount that under this Act is allocated among and credited or paid by a credit union or federation to its members, based on the business done by each of them with the credit union or federation;

“prescribed” means prescribed by the regulations;

“representative” means a person appointed or elected under section 180 to represent a credit union at meetings of the federation of which the credit union is a member;

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

“stabilization board” means a body corporate established in relation to a federation under the Credit Unions Act, chapter C-32.1 of the Acts of New Brunswick, 1977, and continued under subsection 194(1);

“Superintendent” means the Superintendent of Credit Unions appointed under subsection 290(2).

2006, c.16, s.49.

2The purpose of a credit union is to provide, in accordance with section 3, a comprehensive range of financial services that meet the needs of its members.

3Subject to this Act, a credit union shall operate on a co-operative basis and in accordance with generally accepted co-operative principles.

4Where a provision of Part XI, XII or XIII is inconsistent with any other provision of this Act, the provision of that Part prevails.

5No person not incorporated or continued as a credit union under this Act shall carry on the business of a credit union in New Brunswick.

6(1)Any ten or more individuals no one of whom

(a)is less than nineteen years of age,

(b)is of unsound mind and has been so found by a court of competent jurisdiction, or

(c)has the status of a bankrupt,

may apply for incorporation as a credit union in accordance with subsection (2).

6(2)An application shall be made to the Superintendent and shall contain, in relation to the proposed credit union,

(a)the proposed articles of incorporation,

(b)the proposed by-laws,

(c)a notice of registered office in the prescribed form, and

(d)such other information as the Superintendent may require.

7(1)Articles of incorporation shall follow the prescribed form and shall set out, in relation to the proposed credit union,

(a)the name of the credit union,

(b)the place in New Brunswick where the registered office is to be situated,

(c)the name, residence address and principal occupation of each first director,

(d)a statement of the proposed bond of association of the credit union, if any,

(e)the classes and any maximum number of shares that the credit union is authorized to issue other than membership shares, if any, and if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares,

(f)if the right to transfer shares of the credit union is to be restricted, a statement that the right to transfer shares is restricted and the nature of the restrictions, and

(g)any restrictions on the business that the credit union may carry on,

and shall provide for any other matters which by this Act are required to be dealt with in the articles.

7(2)The articles may set out any provisions permitted by this Act to be set out in the by-laws of the credit union.

8(1)The by-laws of a credit union shall provide for such of the following matters as are applicable but are not set out in the articles:

(a)the qualifications for, conditions of and method of applying for and terminating membership in a credit union;

(b)the location of meetings of members, the procedure and quorum at such meetings, the rights in relation to voting and the making, repealing or amending of by-laws, the right of members to vote by ballot or mail or both, and the manner, form and effect of voting;

(c)the election, term of office, removal of and filling of vacancies among directors, committee members and officers, their powers, duties and remuneration, and the procedure and quorum at meetings of the board of directors; and

(d)any other matters which by this Act are required to be dealt with in the by-laws.

8(2)The by-laws of a credit union may provide for any matters in addition to those referred to in paragraphs 1(a) to (d) if the by-laws are not inconsistent with this Act or the regulations.

9(1)Where an application for incorporation is made under section 6, the Superintendent shall

(a)review the application, and

(b)send the application to the Lieutenant-Governor in Council, together with a recommendation as to whether, in the opinion of the Superintendent, the application should be approved or denied.

9(2)The recommendation sent to the Lieutenant-Governor in Council under subsection (1) shall contain a statement in relation to the proposed credit union as to whether

(a)the proposed articles of incorporation and by-laws are in compliance with this Act and the regulations,

(b)the proposed credit union will be organized and operated in accordance with sections 2 and 3,

(c)the proposed bond of association, if any, is not objectionable,

(d)the applicants are qualified to establish, and the proposed directors are qualified to establish and operate, the proposed credit union,

(e)the proposed credit union has indicated the name of the federation and stabilization board of which the credit union will become a member on incorporation and whether, in the opinion of the federation and stabilization board, the proposed credit union will be established and operated in a manner whereby the investments and deposits of the members of the credit union will be safeguarded, and

(f)in the opinion of the Superintendent, the incorporation is advisable in all other respects.

9(3)The Lieutenant-Governor in Council shall approve or deny the application and shall notify the Superintendent of the decision.

9(4)The Superintendent shall

(a)notify the applicants of the decision of the Lieutenant-Governor in Council, and

(b)if the Lieutenant-Governor in Council approves the application, file the articles of incorporation and by-laws.

10(1)The Superintendent shall, after filing the articles of incorporation and by-laws under paragraph 9(4)(b), issue a certificate of incorporation in accordance with section 285.

10(2)The Superintendent shall give notice of the issuing of a certificate of incorporation in The Royal Gazette.

11(1)A credit union comes into existence on the date shown in the certificate of incorporation.

11(2)A certificate of incorporation is conclusive proof for the purposes of this Act and for all other purposes

(a)that the provisions of this Act in relation to incorporation and all requirements precedent and incidental to incorporation have been complied with, and

(b)that the credit union has been incorporated under this Act as of the date shown in the certificate of incorporation.

12(1)The words “Credit Union” or “Caisse Populaire” or both shall be part of the name of every credit union.

12(2)Subject to section 14, a credit union may set out its name in its articles in an English form, a French form, an English form and a French form or in a combined English and French form and it may use and may be legally designated by any such form.

12(3)A credit union shall set out its name in legible characters in all contracts, invoices, negotiable instruments, orders for goods and services, advertising and other representations to the public.

12(4)Subject to section 14, a credit union may carry on business under or identify itself by a name other than its full legal name

(a)if it has registered a business name under the Partnerships and Business Names Registration Act, and

(b)if the words “Credit Union” or “Caisse Populaire” are included in that name.

12(5)No person other than a credit union shall use the words “Credit Union” or “Caisse Populaire” or any derivative or abbreviation of those words as part of its name, or shall hold itself out as, or use part of its name or any other word or abbreviation suggesting, indicating or implying that it is, or is carrying on business as, a credit union.

12(6)Subsection (5) does not apply in relation to a federation or stabilization board, to the Corporation or to such other associations or organizations affiliated with the credit union movement as may be exempted from that subsection by the Superintendent.

13The Superintendent may, on the request in writing of any person and on payment of the prescribed fee, reserve for a period of ninety days a name for the use and benefit of the persons desiring to form a credit union if the name is not in violation of section 14.

14(1)A credit union shall not have or carry on business under a name

(a)that is identical to the name of an existing or a dissolved credit union except in such circumstances as may be prescribed,

(b)that, subject to subsection (2), is, in the opinion of the Superintendent, similar to the name of any other business, association or body corporate,

(c)that, in the opinion of the Superintendent, suggests or implies a connection with the Crown or any member of the Royal Family, the Government of Canada, the government of any province or territory of Canada or any department, branch, bureau, service, agency or activity of that government, without the consent in writing of the appropriate authority,

(d)that includes the word “Loan”, “Trust”, “Mutual”, “Insurance” or “Securities”, or

(e)of which the Superintendent, for any valid reason, disapproves.

14(2)A credit union shall not have a name that is similar to the name of any other business, association or body corporate if the use of that name by the credit union would, in the opinion of the Superintendent, be likely to confuse or mislead, unless the business, association or body corporate consents in writing to its name being given in whole or in part to the credit union and, if required by the Superintendent, the business, association or body corporate undertakes to dissolve or to change its name within six months after the incorporation of the credit union.

14(3)Where a credit union is granted a name subject to an undertaking given under subsection (2) and the undertaking is not carried out within the specified time, the Superintendent may direct the credit union to which the name is granted to change its name to a name that complies with this Act and, if the credit union fails to comply with the directive within sixty days after the service of the directive, the Superintendent may revoke the name of the credit union and assign to it a name or number and, until changed in accordance with section 128, the name of the credit union is the name or number so assigned.

14(4)Where a credit union

(a)comes into existence or is continued with a name, or

(b)upon an application to change its name, is granted a name,

that violates this section, the Superintendent may direct the credit union to change its name.

14(5)Where a credit union is directed under subsection (4) to change its name and fails within sixty days after the service of the directive to change its name to a name that complies with this Act, the Superintendent may revoke the name of the credit union and assign to it a name or number and, until changed in accordance with section 128, the name or number of the credit union is the name or number so assigned.

14(6)Where a credit union has had its name revoked and a name or number assigned to it under subsection (3) or (5), the Superintendent shall issue a certificate of amendment showing the new name of the credit union and shall give notice of the change of name in The Royal Gazette.

15(1)Except as provided in this section, a person who enters into a contract in the name of or purportedly on behalf of a credit union before it comes into existence is personally bound by the contract and is entitled to the benefits of it.

15(2)A credit union may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound by it, adopt an oral or written contract made before it came into existence in its name or on its behalf, and on such adoption

(a)the credit union is bound by the contract and is entitled to the benefits of it as if the credit union had been in existence at the date of the contract and had been a party to it, and

(b)a person who purported to act in the name of or on behalf of the credit union ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract.

15(3)Except as provided in subsection (4), whether or not an oral or written contract made before the coming into existence of a credit union is adopted by the credit union, a party to the contract may apply, within a reasonable time after the date of incorporation of the credit union, to the Court for an order fixing obligations under the contract as joint or joint and several or apportioning liability between or among the credit union and a person who purported to act in the name of or on behalf of the credit union and on the application the Court may make any order it thinks fit.

15(4)If expressly so provided in the oral or written contract, a person who purported to act in the name of or on behalf of the credit union before it came into existence is not bound by the contract or entitled to the benefits of it.

16A credit union has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

17Subject to this Act, a credit union may, with the approval of the Superintendent, carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside New Brunswick to the extent that the laws of that jurisdiction permit.

18(1)Subject to this Act, a credit union may carry on any business appertaining to the business of credit unions and may, without limiting the generality of the foregoing,

(a)receive deposits from and operate chequing services for its members, and

(b)make loans to its members.

18(2)A credit union shall not provide any service referred to in paragraph (1)(a) or (b) to another credit union.

18(3)No credit union shall carry on any business other than that appertaining to the business of credit unions and, without limiting the generality of the foregoing, no credit union shall

(a)engage in the provision of real estate brokerage services,

(b)except as authorized under the Pre-Arranged Funeral Services Act, execute the office of executor, administrator, guardian of a minor’s estate or committee of a mentally incompetent person or provide services of a fiduciary nature commonly provided by a trust company,

(c)issue securities on behalf of another person or otherwise carry on the business of a securities dealer, or

(d)carry on the business of an insurance company or otherwise act as an insurer, agent, broker or adjuster as defined in the Insurance Act.

18(4)Notwithstanding subsections (1) and (3) but subject to the regulations, a credit union may, in accordance with the regulations, enter into an arrangement with a financial institution or any other body corporate of a prescribed type for the provision of any service or services offered by that financial institution or other body corporate.

19(1)A credit union shall not require, directly or indirectly, that a borrower place insurance for the security of a credit union with a particular insurance agency or company.

19(2)Nothing in subsection (1) precludes a credit union

(a)from requiring insurance to be placed by a member for the security of a credit union, or

(b)from entering into such group plans of insurance as may be prescribed with an insurance agency or company for the security of a credit union or for the benefit of its members.

20Except as provided by or under this Act, no credit union shall, directly or indirectly, through a subsidiary or otherwise, deal in goods, wares and merchandise or engage in any trade or other business.

21(1)Subject to this Act, it is not necessary for a by-law to be passed in order to confer any particular power on a credit union or its directors.

21(2)A credit union shall not carry on any business or exercise any power if it is restricted by its articles or this Act from carrying on that business or exercising that power and shall not exercise any of its powers in a manner contrary to its articles or this Act.

21(3)No act of a credit union, including any transfer of property to or by a credit union, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

22No person is affected by or shall be deemed to have notice or knowledge of the contents of a document concerning a credit union by reason only that the document has been filed with the Superintendent or is available for inspection at an office of the credit union.

23A credit union or a guarantor of an obligation of the credit union may not assert against a person dealing with the credit union or with any person who has acquired rights from the credit union that

(a)this Act or the regulations or the articles or by-laws of the credit union have not been complied with,

(b)the persons named as directors in the most recent notice sent to the Superintendent under this Act are not the directors of the credit union,

(c)the place named in the most recent notice sent to the Superintendent under this Act is not the registered office of the credit union,

(d)a person held out by the credit union as a director, an officer or agent of the credit union has not been duly appointed or has no authority to exercise the powers or perform the duties that are customary in the business of the credit union or usual for that director, officer or agent,

(e)a document issued by any director, officer or agent of the credit union with actual or usual authority to issue the document is not valid or not genuine, or

(f)any financial assistance to members or directors or any sale, lease or exchange of all or substantially all of the property of the credit union was not authorized,

except where the person has or, by virtue of that person’s position with or relationship to the credit union ought to have, knowledge of that fact.

24(1)A credit union shall at all times have a registered office in the place within New Brunswick specified in its articles.

24(2)A notice of registered office in prescribed form shall be sent to the Superintendent together with any articles that designate or change the place of the registered office of the credit union.

24(3)The directors of a credit union may change the address of the registered office within the place specified in the articles.

24(4)A credit union shall file with the Superintendent, within fifteen days after any change of address of its registered office, a notice in prescribed form.

25No credit union shall, without the approval of the Superintendent and the federation of which the credit union is a member,

(a)establish or relocate a branch office of the credit union or renovate or expand the premises of a branch office of the credit union, or

(b)renovate or expand the premises of the registered office of the credit union.

2008, c.26, s.1.

26(1)A credit union shall prepare and maintain, at its registered office or, subject to subsection (2), at any other place in New Brunswick designated by the directors, records containing

(a)copies of the articles and the by-laws and all amendments to them,

(b)the duly executed minutes of meetings and resolutions of members,

(c)a register of directors, officers and committee members setting out the names, residence addresses and principal occupations, if any, of all persons who are or have been directors, officers or committee members of the credit union with the several dates on which each became or ceased to be a director, officer or committee member,

(d)a members register setting out the names and the latest known addresses of its members and the number and issue price of the membership shares held by each member, and

(e)the accounting records and the duly executed minutes of meetings and resolutions of the directors and any committee appointed by the directors.

26(2)Where a credit union, to the satisfaction of the Superintendent,

(a)shows the necessity of keeping any of the records referred to in subsection (1) at a place other than the registered office of the credit union, and

(b)gives assurance that those records will at all reasonable times be open for inspection at the registered office of the credit union or some other place in New Brunswick approved by the Superintendent, by any person who is entitled to examine the records and who applies to the credit union for an inspection,

the Superintendent may, on such terms and conditions as the Superintendent considers appropriate, authorize the credit union to keep the records at a place other than the registered office.

26(3)The Superintendent may, on such terms and conditions as the Superintendent considers appropriate, vary or revoke an authorization made under subsection (2).

27(1)The members of a credit union, their agents and legal representatives may examine the records referred to in paragraphs 26(1)(a), (b) and (c) during the normal business hours of the credit union and may take extracts from them without charge.

27(2)Where an affidavit referred to in subsection (3) is sent to the credit union, the members of a credit union, their agents and legal representatives may examine the members register referred to in paragraph 26(1)(d) during the normal business hours of the credit union and may, on payment of a reasonable fee, receive from the credit union a copy of the members register.

27(3)The affidavit required under subsection (2) shall

(a)state the name and address of the applicant,

(b)be made by a director or officer of the body corporate if the applicant is a body corporate, and

(c)state that the register will not be used by any person except for purposes relating to the affairs of the credit union.

27(4)A person who uses a register for purposes not related to the affairs of the credit union commits an offence.

27(5)A credit union shall make the members register available at any meeting of members for examination by the members.

27(6)The directors of a credit union or the duly authorized representative of the board of directors may examine the records of the credit union at all reasonable times without charge.

27(7)The Superintendent or any duly authorized representative of the Superintendent may examine the records of a credit union at all reasonable times without charge.

28(1)All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form or in a photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

28(2)A credit union and its agents shall take reasonable precautions to

(a)prevent loss or destruction of,

(b)prevent falsification of entries in, and

(c)facilitate detection and correction of inaccuracies in,

the registers and other records required by this Act to be prepared and maintained.

29(1)The directors of a credit union may adopt a seal for the credit union, which seal shall contain the full name of the credit union in legible characters.

29(2)An instrument or agreement executed on behalf of a credit union by a director, an officer or an agent of the credit union is not invalid merely because a corporate seal is not affixed to it.

30(1)Membership shares in a credit union shall have an issue price fixed by the articles, which price shall not be less than five dollars each.

30(2)A credit union is not limited as to the number of membership shares it may issue.

30(3)A member of a credit union shall purchase and hold only one fully paid membership share unless the by-laws of the credit union permit or require members to purchase and hold more than one such membership share.

31(1)A share in a credit union held by a member of the credit union immediately before the commencement of this subsection shall be deemed to be a membership share for the purposes of this Act.

31(2)Any amount in excess of five dollars or, if a greater amount is fixed under subsection 30(1), any amount in excess of that greater amount, held by a member of a credit union in a share deposit account immediately before the commencement of this subsection may, on the request of the member, be transferred to an account other than a share deposit account.

32(1)In addition to membership shares, the articles of a credit union may provide for the issuance of surplus shares for the purposes of section 38 and, with the approval of the Superintendent, any other class or classes of shares.

32(2)If the articles provide for the issuance of any class or classes of shares in addition to membership shares, there shall be set out in the articles

(a)the maximum number of shares in each class other than surplus shares that the credit union is entitled to issue,

(b)the total consideration to be paid for each class of shares other than surplus shares, and

(c)the rights, privileges, restrictions and conditions, including dividends, attaching to the shares of each class.

32(3)The Superintendent shall not approve the issuance of any class or classes of shares other than membership shares or surplus shares if, in the opinion of the Superintendent, the issuance of such shares would

(a)not be consistent with the purpose of a credit union generally,

(b)not be in the financial interests of the credit union, or

(c)increase the risk that the credit union would require financial assistance from the stabilization board of which it is a member or the risk of a claim against the Corporation.

32(4)Membership shares shall rank behind all other classes of shares issued by the credit union and holders of membership shares shall not, upon the winding-up or liquidation of a credit union, be entitled to redeem, in whole or in part, any membership shares until the amounts outstanding on all other classes of shares have been paid in full.

33A credit union is not required to issue share certificates for membership or surplus shares.

34(1)A share shall not be issued until the consideration for the share is fully paid in money or in property or past services that is the fair equivalent of the money that the credit union would have received if the share had been issued for money.

34(2)A credit union shall not issue a share if the proposed consideration for such share consists in whole or in part of a promissory note or a promise to pay.

35(1)A credit union shall not make any payment to purchase or redeem shares issued by it if there are reasonable grounds for believing that

(a)the credit union is, or would after the payment, be unable to pay its liabilities as they become due, or

(b)the realizable value of the credit union’s assets is, or would after the payment, be less than the aggregate of

(ii)the amount that would at that time be required to pay the shareholders that have a right to be paid, on a redemption or in a liquidation, rateably with or before the shareholders of the shares to be purchased or redeemed.

35(2)Subject to subsection (1), no shares issued by a credit union may be redeemed or paid out at a price or an amount exceeding the issue price.

36Subject to section 39 and with the approval of the members at the annual meeting of the credit union, a credit union may declare and pay to its members patronage refunds, which shall be calculated and paid in accordance with the by-laws of the credit union.

37Subject to section 39 and with the approval of the members at the annual meeting of the credit union, a credit union may, in accordance with its by-laws, declare and pay dividends on any shares issued by the credit union.

38A credit union may in its by-laws provide that the whole of any patronage refund or dividend on shares to be paid or credited to a member, or such part of the patronage refund or dividends on shares as may be specified in the by-laws of the credit union, shall be applied to purchase on behalf of the member, surplus shares of the credit union, up to such number as may be specified in the by-laws.

39A credit union shall not declare or pay a patronage refund or a dividend on shares if there are reasonable grounds for believing that

(a)the credit union is, or would after the payment be, unable to pay its liabilities as they become due,

(b)the realizable value of the credit union’s assets is, or would after the payment be, less than the aggregate of its liabilities and its equity other than retained earnings, or

(c)the equity of the credit union is, or would after the payment be, less than that required under section 55 and the regulations.

2008, c.26, s.2.

40(1) Repealed: 2008, c.26, s.3.

40(1.1)If, but for paragraph 39(c), a credit union would be able to make a payment of a dividend on shares held by the stabilization board of which the credit union is a member, the stabilization board may authorize the payment on such terms and conditions as the stabilization board considers appropriate.

40(1.2)Liabilities of a credit union in relation to payments authorized under subsection (1), as that subsection existed immediately before its repeal, are not affected by the repeal.

40(1.3)Nothing in section 39 affects the payment of a dividend on a share other than a membership or surplus share if the dividend is required to be paid in accordance with the terms of a share certificate and the share was issued before the commencement of this subsection.

40(2) Repealed: 2008, c.26, s.3.

40(3)A payment authorized under subsection (1.1) shall be disclosed in the notes to the financial statements of the credit union and the stabilization board of which the credit union is a member.

2008, c.26, s.3.

40.1(1)A credit union shall not authorize or record in its books of account an accumulation of dividends on shares of the credit union, if the equity of the credit union would, if the dividends were declared, be less than that required under section 55 and the regulations.

40.1(2)Subsection (1) does not apply in relation to shares of a credit union that are held by a stabilization board.

40.1(3)Nothing in subsection (1) affects the rights, privileges, restrictions and conditions attaching to shares issued before the commencement of this subsection.

40.1(4)If, on the commencement of this section, the articles of a credit union provide that dividends may accumulate on any of the shares issued by the credit union,

(a)the articles shall be deemed to include provisions that reflect the terms of subsections (1), (2) and (3), and

(b)the credit union shall, within 12 months after the commencement of this section, send articles of amendment in prescribed form reflecting the terms of subsections (1), (2) and (3) to the Superintendent for filing.

2008, c.26, s.4.

41Subject to this Act, a member is not responsible for any act, default or liability of the credit union or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the credit union.

42Nothing in this Act curtails, abridges or defeats any remedy for the recovery

(a)from the borrower of money loaned by a credit union in violation of this Act or the regulations, and

(b)from the member of a credit union of any amount withdrawn in excess of the amount contained in a member’s deposit account.

43If a deposit account contains less than a prescribed amount and no business has been transacted in connection with the account over a prescribed period, the credit union may deal with the account in accordance with the regulations.

44(1)Subject to subsection (2), a member may withdraw any amount contained in the member’s deposit account together with any accrued interest at any time during the normal business hours of the credit union.

44(2)A credit union may require up to ninety days notice in writing of a member’s intention to withdraw any amount contained in the member’s deposit account.

44(3)Subsections (1) and (2) do not apply in relation to deposits placed with a credit union for a stated term or any amount contained in a deposit account on which a bill of exchange payable on demand may be drawn.

45(1)Except where the credit union is the trustee, a credit union is not bound to see to the execution of any trust, whether express, implied or constructive, to which any share or deposit is subject, and where an account is subject to a trust of which the credit union has notice, the cheque, bill of exchange, withdrawal slip, or receipt of the person

(a)in whose name the account stands, or

(b)who is according to the document creating the trust entitled to deal with the trust,

is, notwithstanding any such trust, sufficient authorization to and a valid and binding discharge of the credit union and the credit union is not bound to see to the application of any money paid in relation to any such cheque, bill of exchange, withdrawal slip or receipt.

45(2)Unless the instrument of trust permits, an amount contained in a deposit account held by a trustee in trust for a named beneficiary or otherwise may not be charged to secure a loan or obligation.

46Where a member of a credit union dies and there is no executor of a will of the deceased member or administrator of the estate of the deceased member, the credit union may, on the receipt of an affidavit or such other proof of death and proof of claim as may be required by the credit union, pay a prescribed amount out of a deposit account of the deceased member to the person who appears to be entitled to the amount of the deceased member’s interest and payment made under this section releases the credit union from any further liability in relation to the money so paid.

47(1)In this section

“interest” means the shares and deposits of a member of a credit union and includes any insurance money payable in respect of those shares and deposits.

47(2)A member of a credit union may, by document, signed by the member, witnessed, and filed with the credit union, nominate a person to whom the member’s interest in the credit union is to pass and vest upon the member’s death.

47(3)The interest of the member referred to in subsection (2) shall, on the death of that member, pass and vest in the person so nominated as fully as though passed and vested during the lifetime of the member.

47(4)A member of a credit union may vary or revoke a nomination made by the member under subsection (2) by a document, signed by the member, witnessed, and filed with the credit union.

48(1)Subject to such terms, conditions, restrictions or limitations as may be established by the stabilization board and as may be prescribed, a credit union shall establish, in accordance with the regulations, loan policies in relation to the lending activities of the credit union and shall submit the loan policies to the stabilization board of which the credit union is a member for the approval of the stabilization board.

48(2)No loan policy of a credit union is effective until it is approved by the stabilization board of which the credit union is a member.

48(3)No credit union shall make loans except in accordance with the regulations and the loan policies established in accordance with subsection (1) and approved by the stabilization board.

49The Superintendent may require a credit union to report to the Superintendent the existence of a deposit in excess of a prescribed amount made by a member of the credit union.

50(1)Notwithstanding any other provision of this Act, a credit union has a lien on the deposits and shares of a member or other person to whose credit the deposits and shares stand in the records of the credit union, and any interest on them, for any indebtedness due or accruing due to it by the member or other person or for any obligation in relation to the indebtedness and the deposits and shares may not be withdrawn or redeemed unless the credit union consents.

50(2)A credit union may apply the deposits and shares on which it has a lien, and any interest on them, to any obligation in relation to the indebtedness without notice to any person.

50(3)For the purposes of subsection (2), an indebtedness shall be deemed to be in default where

(a)an amount of the principal or interest is not paid on the date on which it becomes due and payable, or

(b)there has been a failure to observe or perform any obligation with respect to the indebtedness.

51Except in accordance with the regulations, no officer or employee of a credit union shall permit the withdrawal of funds from a deposit account of a member if the funds in the account are not sufficient to cover the withdrawal.

52(1)A credit union shall maintain liquid assets in accordance with the regulations.

52(2)A credit union may make investments for the purpose of meeting the requirements in relation to liquid assets only in accordance with the regulations.

53A credit union may make investments in addition to those referred to in subsection 52(2) only in accordance with the regulations.

54A credit union shall maintain an allowance for doubtful accounts in accordance with the regulations.

55A credit union shall, in addition to the allowance referred to in section 54, maintain a level of equity in accordance with the regulations.

56A credit union shall not borrow money in excess of an amount determined in accordance with the regulations.

57A credit union shall match the term and return of its investments and loans with the term and return of its members’ deposits in the credit union in accordance with the regulations.

58Subject to this Act and the regulations, a credit union shall maintain such types and minimum levels of insurance and bonding coverage as may be required from time to time by the stabilization board of which the credit union is a member.

59(1)Where, in the opinion of the stabilization board of which the credit union is a member, the stated value of the assets of a credit union is greater than their realizable value, the stabilization board may require the credit union to take such steps as the stabilization board considers necessary to ensure that the financial position of the credit union is accurately reflected in the records of the credit union.

59(2)Where, in the opinion of the stabilization board of which the credit union is a member, the realizable value of the assets of a credit union is less than the aggregate of its liabilities and its equity other than retained earnings, the stabilization board may

(a)prohibit the credit union from taking deposits or making payments to the members of the credit union,

(b)limit the payments referred to in paragraph (a) for such period as the stabilization board considers necessary to protect the interests of the members of the credit union, and

(c)take such other action as the stabilization board considers necessary to protect the interests of the members of the credit union.

59(3)Where, in the opinion of the Superintendent, the stabilization board should take action under subsection (1) or (2) but has not done so, the Superintendent

(a)may direct the stabilization board to take such action, or

(b)may take any action under subsection (1) or (2) as the Superintendent considers appropriate.

60(1)The membership of a credit union consists of its incorporators and those persons whose applications for membership are accepted by the credit union.

60(2) Repealed: 2008, c.26, s.5.

60(3)A person under nineteen years of age may be accepted as a member of a credit union and shares may be held and money may be received by the credit union in that person’s name or in the name of a trustee for that person if the trustee is a member or is eligible to be a member of the credit union.

60(4)No credit union may be a member of another credit union.

2008, c.26, s.5.

61(1)The articles of a credit union may provide that membership in the credit union shall be limited to groups having a bond of association.

61(2)Notwithstanding subsection (1), a member of the credit union who leaves a group having a bond of association may retain membership in the credit union and all the rights and privileges of a member if the by-laws of the credit union so provide.

62(1)Unless the by-laws otherwise provide, the directors may terminate the membership of a member of a credit union by a resolution passed by a majority of not less than three-quarters of the directors at a meeting called to consider the resolution.

62(2)A member whose membership is proposed to be terminated under subsection (1) is entitled to at least seven days notice of the meeting at which the resolution is to be considered, together with a statement of the grounds on which the membership is proposed to be terminated.

62(3)A member whose membership is proposed to be terminated under subsection (1) is entitled to appear and be heard in person or by counsel at any meeting at which the resolution is to be considered.

62(4)Within seven days after a resolution is passed in accordance with subsection (1), the credit union shall, by registered mail, notify the person whose membership is so terminated.

62(5)A person whose membership is terminated under subsection (1) may appeal the termination at the next meeting of the members of the credit union by sending a notice of appeal to the credit union within fourteen days after the notice was mailed under subsection (4).

62(6)At a meeting of members to which an appeal under subsection (5) is brought, the members shall, by a majority vote, confirm or set aside the resolution of the directors terminating the membership of a member.

62(7)The members of a credit union may terminate the membership of a member by special resolution.

62(8)A person who appeals a termination of membership in accordance with subsection (5) shall, notwithstanding the resolution terminating membership, continue to be a member of the credit union until the termination is confirmed by a meeting of members under subsection (6).

62(9)A person whose membership is terminated under this section shall not again be admitted to membership in the credit union except by a special resolution of the members at a general meeting.

63(1)A member may withdraw from a credit union on such terms and conditions as this Act and the regulations and the articles or the by-laws of the credit union may provide.

63(2)No provisions in relation to the termination of or withdrawal from membership in a credit union shall affect the provisions of any contract between a terminated or withdrawing member and the credit union and, without limiting the generality of the foregoing, no provision shall affect the term for which any person has agreed to place deposits with the credit union.

64The termination of or withdrawal from membership in a credit union does not release a person from any liability to the credit union.

65(1)Subject to this Act and the articles of a credit union, the members of a credit union may at any annual meeting or general meeting called for that purpose by special resolution of the members, enact, amend, or repeal by-laws in relation to those matters authorized or required by this Act to be dealt with by by-law.

65(2)Notwithstanding subsection (1), no by-law and no amendment or repeal of a by-law is effective until it is approved by the Superintendent.

65(3)A proposed by-law or a proposed amendment or repeal of a by-law may be sent to the Superintendent for approval before its adoption by the members of the credit union.

65(4)Where a by-law or an amendment or repeal of a by-law is approved by the Superintendent before its adoption by the members of a credit union,

(a)the by-law or the amendment or repeal of the by-law must be adopted by the members of the credit union within thirty days after receipt of the approval of the Superintendent, and

(b)a certified copy of the adopted by-law or the amendment or repeal of the by-law must be filed with the Superintendent within thirty days after its adoption by the members of the credit union or such later time as may be authorized by the Superintendent.

65(5)If a credit union fails to comply with subsection (4), the by-law, amendment or repeal is void.

66The articles and by-laws of a credit union bind the credit union and its members.

67Meetings of the members of a credit union shall be held at the place within New Brunswick provided in the by-laws or, in the absence of such provision, at the place within New Brunswick that the directors determine.

68(1)The directors of a credit union

(a)shall call an annual meeting of members to be held within four months after the end of the fiscal year of the credit union

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

68(2)At the request of the directors, the Superintendent may extend the time in which the first or a subsequent annual meeting of the credit union shall be held.

69The record date for determining the members entitled to receive notice of a meeting of members and entitled to vote at that meeting shall be at the close of business on the thirtieth day preceding the day on which the notice is given.

70(1)Notice of the time and place of a meeting of members shall be given in accordance with the provisions of the by-laws or, in the absence of such provisions, shall be given not less than fourteen days and not more than thirty days before the meeting

(a)to each member entitled to vote at the meeting, and

(b)to the auditor of the credit union.

70(2)If a meeting of members is adjourned by one or more adjournments for more than seven days, notice of the adjourned meeting shall be given as for an original meeting.

70(3)All business transacted

(a)at a special meeting of members, or

(b)at an annual meeting of members, except consideration of the annual report of the directors, the financial statements of the credit union and the auditor’s report, election of directors, appointment of the auditor and any other business authorized by the by-laws to be transacted at an annual meeting,

shall be deemed to be special business.

70(4)Notice of a meeting of members at which special business is to be transacted shall state

(a)the nature of that business in sufficient detail to permit the member receiving the notice to form a reasoned judgment on it, and

(b)the text of any special resolution to be submitted to the meeting or, if the full text is too lengthy for convenient inclusion in the notice, a summary of the text.

71A member or any other person entitled to attend a meeting of members may in any manner waive notice of the meeting, and attendance of the member or other person at the meeting is a waiver of notice of the meeting, except where that person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called.

72(1)A member entitled to vote at a meeting of members may

(a)submit to the credit union notice of any matter that the member proposes to raise at the meeting, hereinafter referred to as a “proposal”, and

(b)discuss at the meeting any matter in respect of which the member would have been entitled to submit a proposal.

72(2)A credit union shall set out any proposal in the notice of the meeting at which the proposal is to be presented.

72(3)If so requested by a member submitting a proposal, the credit union shall include in the notice of meeting or attach to it a statement by the member of not more than two hundred words in support of the proposal, and the name and address of the member.

72(4)A proposal may include nominations for the election of directors if the election of those nominated as directors would conform with the provisions of this Act, the articles and by-laws of the credit union, but this subsection does not prevent nominations being made at any meeting of members.

72(5)A credit union is not required to comply with subsections (2) and (3)

(a)if the proposal is not submitted to the credit union at least thirty days before the anniversary date of the previous annual meeting of members,

(b)if it appears that the proposal is submitted by the member primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the credit union or its directors, officers or members or for a purpose that is not related in any significant way to the business or affairs of the credit union,

(c)if the credit union, at the member’s request, included a proposal in a notice of meeting of members held within two years preceding the receipt of such request and the member failed to present the proposal at that meeting,

(d)if substantially the same proposal was submitted to the members in a notice of a meeting of members held within two years preceding the receipt of the member’s request, and the proposal was defeated, or

(e)if the rights conferred by this section are being abused to secure publicity.

72(6)No credit union or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.

72(7)If a credit union refuses to include a proposal in a notice of meeting, the credit union shall, within ten days after receiving the proposal, notify the member submitting the proposal of its intention to omit the proposal from the notice of meeting and send to the member a statement of the reasons for the refusal.

72(8)On the application of a member claiming to be aggrieved by a refusal under subsection (7), the Court may restrain the holding of the meeting to which the proposal is sought to be presented and make any other or further order it thinks fit.

72(9)The credit union or any person claiming to be aggrieved by a proposal may apply to the Court for an order permitting the credit union to omit the proposal from the notice of meeting, and the Court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit.

72(10)An applicant under subsection (8) or (9) shall give the Superintendent notice of the application and the Superintendent is entitled to appear and be heard in person or by counsel.

73(1)Unless the by-laws otherwise provide, a number of members equal to the number of directors plus five, constitutes a quorum.

73(2)If a quorum is present at the opening of a meeting of members, the members present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

73(3)If a quorum is not present at the opening of a meeting of members, the members present may adjourn the meeting to a fixed time and place but may not transact any other business.

74(1)Subject to section 69, a member of a credit union who is nineteen years of age or over, may vote at a meeting of members.

74(2)Subject to subsection (1), a member of a credit union has only one vote on any question that may be voted on at a meeting of members.

75(1)If a body corporate or association is a member of a credit union, the credit union shall recognize an individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of members of the credit union.

75(2)An individual authorized under subsection (1) may exercise on behalf of the body corporate or association the individual represents, all the powers the body corporate or association could exercise if it were an individual member.

76No member, other than a member that is a body corporate or association, shall vote by proxy at any meeting of members of a credit union.

77A credit union may in its by-laws provide that two or more individuals may jointly hold a membership in a credit union but that membership is entitled to only one vote.

78An executor or administrator holding a membership in a credit union in the capacity of executor or administrator shall represent that membership at meetings of the credit union and may vote as a member.

79A credit union may in its by-laws establish procedures to permit members to vote by mail ballot.

80(1)Unless the by-laws otherwise provide, voting at a meeting of members of a credit union shall be by show of hands except where a ballot is demanded by a member entitled to vote at the meeting.

80(2)A member may demand a ballot either before or after a vote by show of hands and the result of the ballot shall be the decision of the members.

81(1)Twenty-five members who have the right to vote at a meeting sought to be held or such other number of members or percentage of members as the by-laws may provide, may, by written requisition, require the directors to call a special meeting of members for the purposes stated in the requisition.

81(2)The requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more members, shall state the business to be transacted at the meeting and shall be sent to the registered office of the credit union.

81(3)On receiving the requisition referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the requisition, unless the business of the meeting as stated in the requisition includes a matter described in paragraphs 72(5)(b) to (e).

81(4)If the directors do not within thirty days after receiving the requisition referred to in subsection (1) call a meeting, any member who signed the requisition may apply to the Court for an order calling a meeting and directing the manner of conducting the meeting.

81(5)A meeting called, held and conducted in accordance with this section is for all purposes a meeting of members of the credit union duly called, held and conducted.

81(6)Unless the members otherwise resolve at a meeting called under subsection (4), the credit union shall reimburse the members for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

81(7)An applicant under subsection (4) shall give the Superintendent notice of the application and the Superintendent is entitled to appear and be heard in person or by counsel.

82(1)If for any reason it is impracticable to call a meeting of members of a credit union in the manner in which meetings of members may be called or to conduct the meeting in the manner required by this Act and the by-laws or for any other reason the Superintendent thinks fit, the Superintendent may order a meeting to be called, held and conducted in such manner as the Superintendent directs.

82(2)Without restricting the generality of subsection (1), the Superintendent may order that the quorum required by this Act or the by-laws be varied or dispensed with at a meeting called, held and conducted in accordance with this section.

82(3)A meeting called, held and conducted in accordance with this section is for all purposes a meeting of members of the credit union duly called, held and conducted.

83(1)A credit union shall in its by-laws establish a fixed number of directors, which number shall not be fewer than seven.

83(2)The directors of a credit union shall

(a)exercise the powers of the credit union directly or indirectly through the employees and agents of the credit union, and

(b)direct the management of the business and affairs of the credit union.

84The following persons are disqualified from being a director of a credit union:

(a)anyone who is less than nineteen years of age;

(b)anyone who is not an individual;

(c)anyone who is not a member of the credit union;

(d)a person who has the status of a bankrupt;

(e)an employee of the credit union, a federation or a stabilization board;

(f)an auditor of the credit union or a member of a firm of accountants of which the auditor is a member;

(g)a solicitor of the credit union;

(h)a person employed in the Civil Service whose official duties are concerned with the affairs of credit unions;

(i)without the written approval of the other directors, a person who has a loan with the credit union that is more than three months in arrears;

(j)a person who has a loan with the credit union that is more than six months in arrears; or

(k)any person who does not meet such requirements as may be set out in the by-laws of the credit union.

85(1)A director named in the articles of a credit union holds office from the issue of the certificate of incorporation until the first meeting of members.

85(2)The members of a credit union shall by ordinary resolution at the first meeting of the members and at each succeeding annual meeting of the members at which an election of directors is required, elect directors to hold office for a term established in the by-laws, which term shall not exceed three years.

85(3)Subject to the by-laws of the credit union, a director is eligible for re-election but is not in any case eligible to serve as a director for more than nine consecutive years.

85(3.1)A person who has served as a director for a period of 9 consecutive years, or, as a result of the application of subsection (6), for a period of more than 9 consecutive years, is not eligible to be elected for a further term unless at least one year has elapsed since the end of that period.

85(4)It is not necessary that all directors elected at a meeting of members hold office for the same term.

85(5)A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of members following that director’s election.

85(6)Notwithstanding anything in this section to the contrary, if directors are not elected at a meeting of the members the incumbent directors continue in office until their successors are elected.

85(7)Subject to the by-laws of a credit union continued under section 293, only time served after the commencement of this subsection shall be taken into consideration for the purposes of subsection (3).

2008, c.26, s.6.

86(1)A director of a credit union ceases to hold office when the director

(b)is removed from office in accordance with section 87, or

(c)becomes disqualified under section 84.

86(2)A resignation of a director becomes effective at the time a written resignation is received by the credit union, or at the time specified in the resignation, whichever is later.

87(1)The members of a credit union may by ordinary resolution at a special meeting remove any director from office.

87(2)A vacancy created by the removal of a director from office may be filled at the meeting of the members at which the director is removed or, if not so filled, may be filled under section 89.

88A director of a credit union who resigns or who is being removed from office is entitled to receive notice of and to attend and be heard at a meeting of members at which the director’s resignation or removal is being considered.

89(1)Subject to subsection (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number of directors or from the members’ failure to elect the required number of directors.

89(2)If the members fail to elect the required number of directors at a meeting, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

89(3)If there is a failure to elect the required number of directors at a meeting of members, the directors then in office shall immediately call a meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member.

89(4)The articles or by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members.

89(5)If a vacancy among the directors is filled in accordance with subsection (1), the appointment shall be ratified at the next meeting of members.

90(1)Within fifteen days after a change of directors occurs, a credit union shall send to the Superintendent a notice in the prescribed form setting out the change and the Superintendent shall file the notice.

90(2)Any interested person or the Superintendent may apply to the Court for an order requiring a credit union to comply with subsection (1), and on the application the Court may so order and make any further order it thinks fit.

90(3)A director named in the articles or in a notice sent by the credit union to the Superintendent under subsection (1) is presumed for the purposes of this Act to be a director of the credit union.

91(1)Unless the articles or by-laws otherwise provide, the directors of a credit union may meet at such place and on such notice as the directors may determine.

91(2)Unless the articles or by-laws otherwise provide, a majority of the directors constitutes a quorum at any meeting of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

91(3)Unless the by-laws otherwise provide, a notice of a meeting of directors need not specify any matter that is to be dealt with at the meeting except

(a)any question or matter requiring the approval of the members,

(b)the filling of a vacancy among the directors,

(c)the issuance or redemption of any shares of the credit union other than membership shares, or

(d)the approval of any financial statements referred to in subsection 108(1).

91(4)A director may in any manner waive a notice of a meeting of directors and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.

91(5)Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

92Subject to the by-laws, a director may, if all the directors of the credit union consent, participate in a meeting of directors or of a committee appointed by the directors by means of telephone or other communications facilities that permit all persons participating in the meeting to hear each other, and a director or committee member participating in the meeting by such means shall be deemed for the purposes of this Act to be present at that meeting.

93(1)The directors of a credit union may appoint committees and may delegate to those committees any of the powers of the directors.

93(2)The members of a committee appointed by the directors shall be members of the credit union and the chairperson of the committee shall be a director of the credit union.

93(3)A committee appointed by the directors shall keep minutes of its proceedings and shall submit to the directors at each meeting of directors the minutes of the committee’s proceedings during the period since the last meeting of the directors.

93(4)Notwithstanding subsection (1), no committee appointed by the directors has authority to

(a)submit to the members any question or matter requiring approval of the members,

(b)fill a vacancy among the directors,

(c)issue or redeem shares, except in the manner and on the terms authorized by the directors, or

(d)approve any financial statements referred to in subsection 108(1).

94The directors of a credit union shall establish, in accordance with the regulations, an audit committee that performs such duties and has such powers as may be provided for in the regulations.

2008, c.26, s.7.

95An act of a director or an officer is valid notwithstanding an irregularity in the election or appointment of, or a defect in the qualifications of, the director or officer.

96(1)A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee appointed by the directors

(a)satisfies all requirements of this Act relating to meetings of directors or committees appointed by the directors,

(b)is as valid as if it had been passed at a meeting of directors or a committee appointed by the directors, and

(c)is effective from the date specified in the resolution, which shall not be before the date on which the first director signed the resolution.

96(2)A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or of a committee appointed by the directors.

97(1)Directors of a credit union who vote for or consent to a resolution authorizing a payment contrary to section 35 or 39 or the payment of an indemnity contrary to section 105 are jointly and severally liable to restore to the credit union any amount so paid and not otherwise recovered by the credit union.

97(2)Where a loan is made by a credit union to any member in violation of this Act or the regulations, the person receiving the loan and all directors, officers and members of committees of the credit union who, with knowledge of the violation, made or approved the loan are jointly and severally liable to the credit union for the unpaid balance of the loan, with interest.

97(3)A director, an officer or a member of a committee who satisfies a judgment rendered under this section is entitled to contribution from all other persons who by virtue of this Act are also liable.

97(4)A director, an officer or a member of a committee who is liable under subsection (1) or (2) may apply to the Court for an order compelling a member or other recipient to pay any money or deliver any property to the director, officer or member of a committee that was improperly paid or distributed to the member or other recipient.

97(5)An action to enforce a liability imposed by subsection (1) or (2) may not be commenced after two years after the date of the resolution authorizing the thing complained of.

98A director of a credit union who becomes aware that

(a)the credit union is unable to make any lawful payment it is required to make, except with the result that

(b)the credit union is financially unsound or, in the opinion of the director, is conducting its affairs in a manner that would increase the risk that the credit union would require financial assistance from the stabilization board of which it is a member or the risk of a claim against the Corporation,

shall, within seven days after becoming aware, give written notice to the Superintendent and the stabilization board.

99(1)In this section and section 100

“officer” includes a committee member, a general manager and an agent of a credit union.

99(2)In this section and section 100, without limiting those matters which may be considered to be material in nature,

“material contract” includes a contract of any prescribed type made by a credit union and any other contract under which the credit union

(a)employs a person as a full-time employee,

(b)retains the services of a person otherwise than as an employee, or

(c)disposes of or acquires property whether by sale, purchase, lease or otherwise, for consideration that exceeds five thousand dollars in value.

99(3)A director or an officer shall be deemed to have a material interest in any material contract in which any of the following persons is a party or in which any of them have a material interest:

(a)the spouse of the director or officer;

(b)the parent, child, grandparent, grandchild, brother or sister of the director or officer or of the spouse of the director or officer; or

(c)the spouse of any person mentioned in paragraph (b).

99(4)A director or an officer shall be deemed to have a material interest in any material contract involving another person where the director or officer is

(a)a creditor of that person for a debt in an amount that exceeds five thousand dollars,

(b)a guarantor of the debts of that person in an amount that exceeds five thousand dollars,

(c)the owner or beneficial owner of not less than twenty per cent of the issued shares of any class of shares of that person,

(d)a partner of that person,

(e)a member along with that person in any association, or

(f)a director or an officer of that person.

100(1)A director or an officer of a credit union who

(a)is a party to a material contract or proposed material contract with the credit union, or

(b)is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the credit union,

shall disclose in writing to the credit union or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest.

100(2)The disclosure required by subsection (1) shall be made, in the case of a director,

(a)at the meeting at which a proposed contract is first considered,

(b)if the director was not then interested in a proposed contract, at the first meeting after the director becomes so interested,

(c)if the director becomes interested after a contract is made, at the first meeting after the director becomes so interested, or

(d)if a person who is interested in a contract later becomes a director, at the first meeting after the person becomes a director.

100(3)The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

(a)immediately after the officer becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of directors,

(b)if the officer becomes interested after a contract is made, immediately after the officer becomes so interested, or

(c)if a person who is interested in a contract later becomes an officer, immediately after the person becomes an officer.

100(4)If a material contract or proposed material contract is one that, in the ordinary course of the credit union’s business, would not require approval by the directors or members, a director or an officer shall disclose in writing to the credit union or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest immediately after the director or officer becomes aware of the contract or proposed contract.

100(5)A director referred to in subsection (1) shall not be counted in the quorum, shall not be present and shall not vote at a meeting on a resolution to approve the contract unless the contract is

(a)an arrangement by way of security for money lent to or obligations undertaken by him or her for the benefit of the credit union, or

(b)one for indemnity or insurance under section 105.

100(6)For the purposes of this section, a general notice to the directors by a director or an officer, declaring that he or she is a director or an officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made.

100(7)A director or an officer referred to in subsection (1) is liable to account for any profit made on the contract, unless

(a)he or she disclosed his or her interest in accordance with subsections (2), (3) and (4),

(b)after such disclosure the contract was approved by the directors or the members, and

(c)he or she establishes that the contract was reasonable and fair to the credit union at the time it was approved.

100(8)Where a director or an officer of a credit union fails to comply with this section, the Court may, on the application of the credit union or a member of the credit union, set aside the contract on such terms as it thinks fit.

100(9)Notwithstanding anything in this section, a director or an officer is not liable to account to the credit union or its members for any profit made on the contract

(a)if the contract is confirmed or approved by the members at a general meeting duly called for that purpose, and

(b)if the nature and extent of the person’s interest are declared and disclosed in reasonable detail in the notice calling the meeting.

100(10)A material contract that exceeds a prescribed amount or is of a prescribed type is not effective unless it is approved by the stabilization board of which the credit union is a member.

101Subject to the articles and by-laws of the credit union,

(a)the directors may designate the officers of the credit union, elect or appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the credit union except powers to

(b)a director may become an officer of the credit union and may become a member of a committee, and

(c)two or more offices of the credit union may be held by the same person.

102Subject to the by-laws, the directors of a credit union shall be paid such remuneration and shall be reimbursed for such reasonable expenses incurred in the performance of their duties as may be approved by the members of the credit union at the annual meeting of the credit union.

103(1)Every director and officer of a credit union, in exercising the powers and discharging the duties of a director or an officer, shall

(a)act honestly and in good faith with a view to the best interests of the credit union, and

(b)exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

103(2)Every director and officer of a credit union shall comply with this Act, the regulations, the articles and the by-laws of the credit union.

103(3)No provision in a contract, the articles, the by-laws or a resolution relieves a director or an officer from the duty to act in accordance with this Act and the regulations or relieves the director or officer from liability for a breach of them.

103(4)This section is in addition to and not a derogation from any other enactment or rule of law relating to the duty or liability of directors or officers of a credit union.

104(1)A director who is present at a meeting of directors shall be deemed to have consented to any resolution passed or action taken at the meeting, unless the director

(a)requests that his or her dissent be or the dissent is entered in the minutes of the meeting,

(b)sends a written dissent to the secretary of the meeting before the meeting is adjourned, or

(c)sends a dissent by registered mail to the registered office of the credit union immediately after the meeting is adjourned.

104(2)A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

104(3)A director who was not present at a meeting at which a resolution was passed or an action was taken shall be deemed to have consented to any resolution passed or action taken, unless within seven days after becoming aware of the resolution the director

(a)causes his or her dissent to be placed with the minutes of the meeting, or

(b)sends a dissent by registered mail to the registered office of the credit union.

104(4)A director who relies in good faith on

(a)financial statements of the credit union represented by an officer or the auditor of the credit union to reflect fairly the financial position of the credit union, or

(b)the report of a lawyer, accountant, engineer, appraiser or any other person whose profession lends credibility to any statement made by him or her,

is not liable under section 97.

105(1)Except in relation to an action by or on behalf of the credit union or body corporate to procure a judgment in its favour, or by or on behalf of the Superintendent or a stabilization board under section 251, in which cases the approval of the Court must first be obtained, a credit union may indemnify a director or an officer of the credit union or a person who acts or acted at the credit union’s request as a director or an officer of a body corporate of which the credit union is or was a member, shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in relation to any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or an officer of the credit union or body corporate, if the director or officer

(a)acted honestly and in good faith with a view to the best interests of the credit union, and

(b)in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing the conduct was lawful.

105(2)Notwithstanding anything in this section, a person referred to in subsection (1) is entitled to indemnity from the credit union in relation to all costs, charges and expenses reasonably incurred in connection with the defence of any civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been a director or an officer of a credit union or body corporate if the person seeking indemnity

(a)was substantially successful on the merits in defence of the action or proceeding, and

(b)fulfills the conditions set out in paragraphs (1)(a) and (b).

105(3)A credit union may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by that person

(a)as a director or an officer of the credit union, except where the liability relates to the failure of that person to act honestly and in good faith with a view to the best interests of the credit union, and

(b)as a director or an officer of another body corporate where he or she acts or acted in that capacity at the credit union’s request except where the liability relates to the failure to act honestly and in good faith with a view to the best interests of the body corporate.

105(4)A credit union or a person referred to in subsection (1) may apply to the Court for an order approving an indemnity under this section and the Court may so order and make any further order it thinks fit.

105(5)An applicant under subsection (4) shall give the Superintendent and the stabilization board of which the credit union is a member notice of the application and the Superintendent and the stabilization board are entitled to appear or be represented and be heard in person or by counsel.

105(6)On an application under subsection (4), the Court may order notice to be given to any interested person and that person is entitled to appear or be represented and be heard in person or by counsel.

106The fiscal year of a credit union ends on the thirtieth day of September of each year unless the by-laws of the credit union otherwise provide.

107(1)A credit union shall, within four months after the end of each fiscal year, complete and file a return with the Superintendent showing, as of the end of the preceding fiscal year,

(a)the name of the credit union,

(b)the address of the registered office of the credit union,

(c)the date when the latest annual meeting of the members of the credit union was held,

(d)the names, residence addresses and principal occupations of the directors of the credit union,

(e)the names and addresses of the officers of the credit union, including the general manager, and

(f)such other information in relation to the credit union as may be required by this Act or the regulations or the Superintendent.

107(2)The return shall be on a form provided by the Superintendent and shall be signed and the contents of it shall be certified to be true by a director or an officer of the credit union.

107(3)In addition to the return required under subsection (1), the Superintendent may, at any time, require a credit union to file, within such time as the Superintendent specifies, an additional return containing such other information as the Superintendent may require.

108(1)The directors of a credit union shall place before the members at every annual meeting

(a)financial statements in relation to the preceding fiscal year,

(b)the report of the auditor, and

(c)such other information in relation to the financial position of the credit union and the results of its operations as may be required by this Act or the regulations or the articles or by-laws of the credit union.

108(2)The financial statements required under subsection (1) shall, except as otherwise required by this Act or the regulations or as otherwise specified by the Superintendent, be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Canadian Institute of Chartered Accountants.

108(3)A copy of the documents placed before the members under subsection (1) shall be filed with the Superintendent and the stabilization board of which the credit union is a member within fourteen days after the annual meeting.

109A credit union shall not issue, publish or circulate copies of any financial statements referred to in subsection 108(1) unless the financial statements are

(a)approved by the directors and the approval is evidenced by the signatures of two or more of the directors on the statements, and

(b)accompanied by the report of the auditor of the credit union.

110A credit union shall, at any time on the request of a member, provide to the member a copy of the documents referred to in subsection 108(1).

111A credit union shall, at any time on the request of the stabilization board of which the credit union is a member, provide to the stabilization board such information in addition to that required under subsection 108(1) as the stabilization board may reasonably require to enable the stabilization board to discharge its responsibilities under this Act.

112(1)The directors of a credit union shall disclose to the members at every annual meeting

(a)the details of any loans made to directors, officers or employees of the credit union and to any persons in whom directors, officers or employees have a material interest where those loans do not conform to the credit union’s loan policies for members who are not directors, officers or employees,

(b)the aggregate amount paid to all directors as remuneration and as reimbursement for expenses incurred in the performance of their duties, and

(c)such other information as may be required to be disclosed by the regulations.

112(2)Within fourteen days after the annual meeting of a credit union, the directors of a credit union shall disclose to the Superintendent and the stabilization board of which the credit union is a member such information as they are required to disclose under subsection (1) to the members of the credit union.

113(1)At the annual meeting of a credit union, the members shall, subject to subsection (3), appoint an auditor for the credit union.

113(1.1)An appointment of an auditor made under subsection (1), on or after the commencement of this subsection, is not effective until approved by the Superintendent.

113(1.2)The Superintendent, in determining whether or not to approve an appointment, shall take into account the qualifications referred to in subsection (3) and any other matters that the Superintendent considers relevant.

113(2)The remuneration of an auditor may be fixed by ordinary resolution of the members or, if not so fixed, shall be fixed by the directors.

113(2.1)Notwithstanding subsection (1), but subject to subsection (3), a stabilization board may appoint Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. as the auditor for its member credit unions for such time as the stabilization board may specify, and except where they are inconsistent with this subsection and subsections (2.2) to (2.91), the provisions of this Act apply in relation to the auditor so appointed.

113(2.2)Notwithstanding subsection (2), where Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. is appointed as auditor of a credit union under subsection (2.1), the remuneration of the auditor shall be fixed by the stabilization board and shall be paid by the credit union.

113(2.3)Where a stabilization board has appointed Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. as auditor for any or all of its member credit unions under subsection (2.1), the stabilization board shall cause a review to be made in relation to Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. and its performance as auditor

(a)at least every thirty-six months or at such shorter intervals as the stabilization board considers necessary or as the Superintendent may require, and

(b)at such other times as the stabilization board considers necessary or as the Superintendent may require.

113(2.4)A review referred to in subsection (2.3) shall be made for the purpose of determining whether Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. is complying with the provisions of this Act and the regulations in relation to auditors.

113(2.5)For the purposes of a review under subsection (2.4), the stabilization board may appoint, with the approval of the Superintendent, any person who would be qualified under subsection (3) to be an auditor of a credit union.

113(2.6)The person or persons making the review under subsection (2.4) shall, within thirty days after the review is made, prepare a report in relation to the review and shall send a copy of the report to the stabilization board and Superintendent.

113(2.7)If, in the opinion of the person or persons making a review under subsection (2.4), Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. is committing any act or pursuing any course of conduct that violates or does not comply with the provisions of this Act or the regulations in relation to auditors, or otherwise discloses deficiencies in the services provided or work performed by Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. in carrying out the duties of auditor, the person or persons making the review shall, in the report,

(a)identify that act, course of conduct or other deficiency, and

(b)make recommendations in relation to any action which, in the opinion of the person or persons making the review, would be necessary to remedy the situation, as well as any terms and conditions under which such action should be taken.

113(2.8)Where a report under subsection (2.6) identifies any act, course of conduct or deficiency and contains recommendations in accordance with subsection (2.7), the stabilization board shall

(a)require Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. to comply with those recommendations within the time specified by the stabilization board and cause a further review to be made within the time specified by the stabilization board, or

(b)revoke the appointment of Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. in relation to any or all of its member credit unions where, in the opinion of the stabilization board, to do otherwise might prejudice the interests of its member credit unions or of the members of those credit unions.

113(2.9)Where, in the opinion of the Superintendent, the stabilization board should revoke the appointment of Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. under paragraph (2.8)(b) but has not done so, the Superintendent may revoke the appointment.

(a)the appointment of Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. as auditor is revoked under subsection (2.8) or (2.9) or is revoked because, in the opinion of the stabilization board, it is unwilling or unable to continue to act as auditor of a credit union for any reason, or

(b)Services Unis de Vérification et d’Inspection Inc.-United Auditing and Inspection Services Inc. resigns as auditor or is not reappointed on the expiry of the term for which it was appointed,

an auditor shall be appointed in accordance with section 116 to hold office until an auditor is appointed by the members of the credit union in accordance with subsection 113(1).

113(3)An individual or firm of accountants is qualified to be an auditor of a credit union if

(a)in the case of an individual, the person is an accountant who

(b)in the case of a firm of accountants, the member of the firm designated by the firm to conduct the audit on behalf of the firm is qualified in accordance with paragraph (a).

113(4)For the purposes of this section,

(a)independence is a question of fact, and

(b)a person shall be deemed not to be independent of the credit union if that person or that person’s business partner

(i)is a business partner, director, officer or employee of the credit union, the federation or stabilization board of which the credit union is a member or the Corporation or of any director, officer or employee of the credit union,

(iii)has been a liquidator, administrator, receiver or trustee in bankruptcy of the credit union at any time within the two years preceding the person’s proposed appointment as auditor of the credit union.

113(5)A person is not disqualified from being an auditor of a credit union by reason only of the person’s membership in the credit union.

113(6)An auditor shall disclose to the credit union and to the Superintendent every fact that may raise a question of the auditor’s independence under this section and shall, subject to subsection (8), resign immediately after becoming aware that the auditor is disqualified.

113(7)Notwithstanding subsection (8), an interested person may apply to the Court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant.

113(8)An interested person may apply to the Superintendent for an order exempting an auditor from disqualification under this section and the Superintendent may, if satisfied that an exemption would not unfairly prejudice the members, make an exemption order on such terms as the Superintendent thinks fit, which order may have retroactive effect.

2008, c.26, s.8.

114(1)The members of a credit union may at a special meeting remove from office any auditor appointed by them.

114(2)A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed, but the appointment of an auditor under this section is not effective until approved by the Superintendent.

114(3)Notice of a meeting called for the purpose of removing an auditor from office shall be given to the stabilization board of which the credit union is a member and the Superintendent, and the stabilization board and the Superintendent are entitled to appear or be represented and be heard in person or by counsel.

2008, c.26, s.9.

115(1)An auditor of a credit union ceases to hold office on

(a)death or resignation, or

(b)removal from office in accordance with subsection 113(7) or 114(1).

115(2)A resignation of an auditor becomes effective at the time a written resignation is sent to the credit union, or at the time specified in the resignation, whichever is later.

116(1)Subject to subsection (3), the directors shall immediately fill a vacancy in the office of auditor.

116(2)If there is not a quorum of directors, the directors then in office shall, within twenty-one days after a vacancy in the office of auditor occurs, call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any member.

116(3)The by-laws of a credit union may provide that a vacancy in the office of auditor shall only be filled by vote of the members.

116(3.1)Notwithstanding anything in this section, an appointment of an auditor, on or after the commencement of this subsection, to fill a vacancy is not effective until approved by the Superintendent.

116(4)An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor’s predecessor.

2008, c.26, s.10.

117(1)If a credit union does not have an auditor, the Superintendent may appoint and fix the remuneration of an auditor and the auditor so appointed holds office until an auditor is appointed by the members and that appointment is approved by the Superintendent.

117(2)The remuneration of an auditor appointed under subsection (1) shall be paid by the credit union.

2008, c.26, s.11.

118(1)The auditor of a credit union shall receive notice of every meeting of members and of the audit committee and is entitled to attend and be heard at those meetings on matters relating to the auditor’s duties.

118(2)If a director or member of a credit union gives written notice not less than ten days before a meeting of members to the auditor or a former auditor of the credit union, the auditor or former auditor shall attend the meeting at the expense of the credit union and answer questions relating to the auditor’s or former auditor’s duties as auditor of the credit union.

118(3)A director or member who gives a notice under subsection (2) shall send concurrently a copy of the notice to the credit union.

118(4)An auditor or former auditor of a credit union who fails without reasonable cause to comply with subsection (2) commits an offence.

119(1)An auditor who

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

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

may submit to the credit union, the stabilization board of which the credit union is a member and the Superintendent a written statement giving the reasons for the resignation or the reasons why the auditor opposes any proposed action or resolution.

119(2)The credit union shall send immediately a copy of the statement referred to in subsection (1) to every member entitled to receive notice of a meeting referred to in subsection 118(1).

119(3)No person shall accept an appointment or consent to be appointed as an auditor of a credit union to replace an auditor who has resigned or been removed or whose term has expired or is about to expire until the person has requested and received from the auditor a written statement of the circumstances and the reason why the auditor is to be replaced.

119(4)Notwithstanding subsection (3), a person otherwise qualified may accept an appointment or consent to be appointed as auditor of a credit union if, within fifteen days after making the request referred to in that subsection, no reply is received.

119(5)Unless subsection (4) applies, the appointment as auditor of a credit union of a person who has not complied with subsection (3) is void.

120(1)The auditor of a credit union shall make such examinations as the auditor considers necessary to enable the auditor to report on the financial statements referred to in subsection 108(1) and on any other financial statement required by this Act or the regulations or the articles or by-laws of the credit union to be placed before the members of a credit union.

120(2)The auditor’s examination referred to in subsection (1) shall, except as otherwise required by this Act or the regulations or as otherwise specified by the Superintendent, be conducted in accordance with generally accepted auditing standards, the primary source of which is the Handbook of the Canadian Institute of Chartered Accountants.

121(1)On the demand of the auditor of a credit union, the present or former directors, officers, committee members, employees or agents of the credit union shall furnish such

(a)information and explanations, and

(b)access to records, documents, books, accounts and vouchers of the credit union,

as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under subsection 120(1) and as the directors, officers, committee members, employees or agents are reasonably able to furnish.

121(2)On the demand of the auditor of a credit union, the directors of a credit union shall obtain from the present or former directors, officers, employees and agents of any subsidiary of the credit union and furnish to the auditor any information or explanations that the present or former directors, officers, employees and agents of the subsidiary are reasonably able to furnish and that, in the opinion of the auditor, are necessary to enable the auditor to make the examination and report required under subsection 120(1).

122(1)The auditor of a credit union shall make a report in writing

(a)on the financial statements referred to in subsection 108(1), to the members of the credit union not fewer than ten days before the date of the annual meeting of the members, and

(b)on such other financial statements as may be required by this Act or the regulations or the articles or by-laws of the credit union to be placed before the members on or before the date that the statement is distributed.

122(2)In a report required under subsection (1), the auditor shall state whether, in the auditor’s opinion, the financial statements referred to in the report present fairly the financial position of the credit union as at the end of the fiscal year or such other period to which it relates and the results of the operation of the credit union and changes in its financial position for that fiscal year or other period and

(a)whether the auditor has obtained the information and explanations required,

(b)whether the examination has been made in accordance with generally accepted auditing standards, and

(c)whether reliance has been placed on the reports of other auditors.

123(1)A director or an officer of a credit union shall immediately on becoming aware of any error or misstatement in a financial statement on which the auditor or a former auditor has reported notify the audit committee and the auditor accordingly.

123(2)An auditor or former auditor of a credit union who is notified or becomes aware of an error or misstatement in a financial statement on which the auditor has reported shall, if in the auditor’s opinion the error or misstatement is material, notify each director accordingly.

123(3)Where under subsection (2) the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall

(a)prepare and issue a revised financial statement, and

(b)otherwise inform the members of the credit union, the Superintendent and the stabilization board of which the credit union is a member.

123(4)A director or an officer of a credit union who knowingly fails to comply with subsection (1) or (3) commits an offence.

124(1)It is the duty of the auditor of a credit union to report in writing to the directors of a credit union any transactions or conditions that affect, or could affect, the well-being of the credit union and that, in the opinion of the auditor, are not satisfactory and require rectification and, without limiting the generality of the foregoing, the auditor shall, as occasion requires, make a report to the directors where

(a)any change occurs in the circumstances of the credit union that might materially and adversely affect the financial position of the credit union or its ability to carry on or transact business as a going concern,

(b)there has been a violation of this Act or the regulations,

(c)there has been a violation of the Criminal Code (Canada),

(d)the credit union has entered into any transactions that, in the opinion of the auditor, have not been within the powers of the credit union, or

(e)the credit union has adopted or implemented any business or financial practices and procedures that, in the opinion of the auditor, may contribute to material losses by the credit union.

124(2)The auditor shall make a report under subsection (1) immediately upon becoming aware of any circumstances described in that subsection and shall send a copy of the report to the stabilization board of which the credit union is a member and to the Superintendent.

124(3)An auditor is not required to make a report under this section unless the auditor becomes aware of the circumstances described in subsection (1) in the ordinary course of the auditor’s duties.

125(1)The stabilization board may, at any time in writing and shall in writing when so required by the Superintendent, require that the auditor of a credit union report to the stabilization board and Superintendent on the extent of the auditor’s procedures in the examination of the financial statements of the credit union and may, in writing, require that the auditor enlarge or extend the scope of that examination or direct that any other particular procedure be performed in any particular case.

125(2)The stabilization board may, at any time in writing and shall in writing when so required by the Superintendent, require that the auditor of a credit union make a particular examination relating to the adequacy of the procedures adopted by the credit union for the safety of its creditors and members, or any other examination that, in the opinion of the stabilization board and Superintendent, the public interest may require.

125(3)The auditor of a credit union shall comply with any requirements of the stabilization board or the Superintendent under subsection (1) or (2) and shall make a report to the stabilization board and to the Superintendent in relation to the requirements immediately after complying with them.

125(4)Any costs or expenses incurred in relation to the requirements of the stabilization board or the Superintendent under subsection (1) or (2) shall be borne by the credit union.

126On the request of the Superintendent, the auditor shall make available to the Superintendent the working papers of the auditor used in conducting an audit or preparing a report under this Act.

127An oral or written statement or report made under this Act by the auditor of a credit union has qualified privilege.

128(1)Subject to section 130, a credit union may amend its articles by special resolution of its members.

128(2)Notwithstanding subsection (1), the articles of a credit union containing a clerical error may be amended by resolution of the directors or by ordinary resolution of the members to correct the error.

128(3)The directors of a credit union may, if authorized by the members in any resolution effecting an amendment under subsection (1), revoke the resolution before it is acted upon without further approval of the members.

129Subject to any revocation under subsection 128(3), after an amendment is adopted under section 128, articles of amendment in prescribed form shall be sent to the Superintendent for filing.

130On receipt of articles of amendment, the Superintendent may, if satisfied that the amendment is advisable, file the articles and issue a certificate of amendment in accordance with section 285.

131(1)An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly.

131(2)No amendment to the articles of a credit union affects any existing cause of action, claim or liability to prosecution in favour of or against the credit union or any of its directors, committee members or officers, or any civil, criminal or administrative action or proceeding to which the credit union or any of its directors, committee members, or officers is a party.

132(1)The credit union may at any time, and shall when so directed by the Superintendent, restate the articles of incorporation as amended.

132(2)Restated articles of incorporation in prescribed form shall be sent to the Superintendent.

132(3)On receipt of restated articles of incorporation, the Superintendent shall issue a restated certificate of incorporation in accordance with section 285.

132(4)Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to them.

133(1)Two or more credit unions may amalgamate and continue as one credit union.

133(2)A credit union that is placed under supervision in accordance with Part XV shall not amalgamate except in accordance with that Part.

134Credit unions proposing to amalgamate shall enter into an agreement with each other setting out the terms and means of effecting the amalgamation and, in particular, setting out

(a)the provisions required to be included in articles of incorporation under section 7,

(b)the address of the registered office of the amalgamated credit union,

(c)the name, residence address and principal occupation of each proposed director of the amalgamated credit union,

(d)the manner in which the shares of each amalgamating credit union are to be converted into shares of the amalgamated credit union,

(e)if any shares of an amalgamating credit union are not to be converted into shares of the amalgamated credit union, the amount of money that the holders of those shares are to receive in addition to or instead of shares of the amalgamated credit union,

(f)the proposed by-laws of the amalgamated credit union, and

(g)details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated credit union.

135(1)The directors of each amalgamating credit union shall submit the amalgamation agreement for approval at a meeting of the members of the amalgamating credit unions.

135(2)A notice of a meeting of members shall be sent in accordance with section 70 to each member of each amalgamating credit union and shall include or be accompanied by a copy or summary of the amalgamation agreement.

135(3)An amalgamation agreement is adopted when the members of each amalgamating credit union have approved the amalgamation by a special resolution.

135(4)An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of any of the amalgamating credit unions.

136(1)Subject to subsection 135(4), after an amalgamation has been adopted under subsection 135(3), articles of amalgamation in prescribed form shall be sent to the Superintendent.

136(2)The articles of amalgamation shall have attached to them a statutory declaration of a director or an officer of each amalgamating credit union that establishes to the satisfaction of the Superintendent that

(a)there are reasonable grounds for believing that

(ii)the realizable value of the assets of the amalgamated credit union upon completion of the amalgamation will not be less than the aggregate of its liabilities and its equity other than retained earnings, and

(b)there are reasonable grounds for believing that

136(3)The Superintendent may exempt a credit union from the requirements of paragraph (2)(a) if the stabilization board of which the credit union is a member consents to the amalgamation.

136(4)For the purposes of subsection (2), adequate notice is given if

(a)a notice in writing is sent to each known creditor having a claim against the credit union in an amount that exceeds one thousand dollars,

(b)a notice is given in The Royal Gazette,

(c)a notice is given once in a newspaper published or distributed in a place where each amalgamating credit union has its registered office, and

(d)each notice states that the credit union proposes to amalgamate with one or more specified other credit unions in accordance with this Act unless a creditor of the credit union objects to the amalgamation within thirty days after the date of the notice.

137Where a credit union that is under supervision is ordered by its supervisor to amalgamate in accordance with section 273, the provisions of section 135 and subsection 136(2) do not apply to the credit union which is ordered to amalgamate.

138(1)On receipt of articles of amalgamation, the Superintendent may, if satisfied that the amalgamation is advisable, file the articles and issue a certificate of amalgamation in accordance with section 285.

138(2)On the date shown in the certificate of amalgamation,

(a)the amalgamation of the amalgamating credit unions and their continuance as one credit union becomes effective,

(b)the property of each amalgamating credit union continues to be the property of the amalgamated credit union,

(c)the amalgamated credit union continues to be liable for the obligations of each amalgamating credit union,

(d)an existing cause of action, claim or liability to prosecution remains unaffected,

(e)a civil, criminal or administrative action or proceeding pending by or against any of the amalgamating credit unions may be continued by or against the amalgamated credit union,

(f)a conviction against, or ruling, order or judgment in favour of or against an amalgamating credit union may be enforced by or against the amalgamated credit union,

(g)the articles of amalgamation shall be deemed to be the articles of incorporation of the amalgamated credit union and the certificate of amalgamation shall be deemed to be the certificate of incorporation of the amalgamated credit union,

(h)on the filing of a copy of the certificate of amalgamation, certified as a true copy by the Superintendent, in any land titles, registry or other recording office, all the lands, charges on land, estates, real, personal or mixed real and personal property, effects, rights, credits, judgments, assignments and choses in action of every description belonging to the amalgamating credit unions are transferred and vested in the amalgamated credit union without further act, conveyance or other deed, and

(i)the members of the amalgamating credit unions become members of the amalgamated credit union and the shares held in the amalgamating credit unions become shares in the amalgamated credit union subject to the terms of the amalgamation agreement.

139(1)A sale, lease or exchange of all or substantially all of the property of a credit union requires the approval of the members in accordance with this section.

139(2)Where a sale, lease or exchange of all or substantially all of the property of a credit union is proposed, a notice of a meeting of members shall be sent in accordance with section 70 to each member and shall include or be accompanied by a copy or summary of the agreement of sale, lease or exchange.

139(3)At the meeting held in accordance with a notice referred to in subsection (2), the members may by special resolution approve the sale, lease or exchange and may fix or authorize the directors to fix any of the terms and conditions of it.

139(4)A sale, lease or exchange referred to in subsection (1) is adopted when the members have approved the sale, lease or exchange.

139(5)The directors of a credit union may, if so authorized by the members approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the members.

140(1)The credit union shall, before the completion of a sale, lease or exchange referred to in section 139, obtain the approval of the Superintendent.

140(2)An approval shall not be granted under subsection (1) unless the Superintendent has received a statutory declaration of a director or an officer of the credit union proposing to sell, lease or exchange its property that establishes to the satisfaction of the Superintendent that there are reasonable grounds for believing that

(a)the sale, lease or exchange of the property will not increase the risk that the credit union would require financial assistance from the stabilization board of which the credit union is a member or the risk of a claim against the Corporation,

(b)no creditor or member of the credit union will be prejudiced by the sale, lease or exchange of the property, and

(c)adequate notice has been given to all known creditors of the credit union and no creditor objects to the sale, lease or exchange of the property except on grounds that are frivolous or vexatious.

140(3)For the purposes of subsection (2), adequate notice is given if

(a)a notice is given in The Royal Gazette,

(b)a notice is given once in a newspaper published or distributed in the place where the credit union has its registered office, and

(c)each notice states that the credit union proposes to sell, lease or exchange all or substantially all of its property in accordance with section 139, unless a creditor of the credit union objects to the sale, lease or exchange within thirty days after the date of the notice.

140(4) Repealed: 2004, c.23, s.4.

141(1)In this section

“reorganization” means the reorganization of a credit union in accordance with a court order made under

(b)the Bankruptcy Act (Canada), approving a proposal, or

(c)any other Act of the Legislature that affects the rights of the credit union, its members or creditors.

141(2)If a credit union is subject to a reorganization, its articles may be amended by the order to effect any change that might lawfully have been made by an amendment under section 128.

141(3)Where a reorganization is made, the Court may also

(a)authorize the issue of debt obligations of the credit union and fix the terms of them, and

(b)appoint directors in place of or in addition to all or any of the directors then in office.

141(4)After a reorganization has been made, articles of reorganization in prescribed form shall be sent to the Superintendent.

141(5)On receipt of articles of reorganization, the Superintendent shall file the articles and issue a certificate of amendment in accordance with section 285.

141(6)A reorganization becomes effective on the date shown in the certificate of amendment and the articles of incorporation are amended accordingly.

142(1)A credit union that has not issued any shares may be dissolved at any time by resolution of all the directors.

142(2)A credit union that has no property and no liabilities may be dissolved by special resolution of the members.

142(3)A credit union that has property or liabilities or both may be dissolved by special resolution of the members if

(a)by the special resolution the members authorize the directors to cause the credit union to distribute any property and discharge any liabilities, and

(b)the credit union has, under section 139, sold its property, distributed any residual property and discharged all of its liabilities.

142(4)A credit union which is being dissolved under this section shall prepare articles of dissolution in accordance with section 144 and that section applies in relation to the dissolution.

143(1)The directors, or a member in accordance with section 72, may propose the voluntary liquidation and dissolution of a credit union.

143(2)Notice of any meeting of members at which voluntary liquidation and dissolution is to be proposed shall set out the terms of the liquidation and dissolution.

143(3)A credit union may be liquidated and dissolved by special resolution of the members.

143(4)A statement of intent to dissolve in prescribed form shall be sent to the Superintendent.

143(5)On receipt of a statement of intent to dissolve, the Superintendent, if satisfied that the credit union will be able to discharge all of its obligations and liabilities before dissolution, shall issue a certificate of intent to dissolve in accordance with section 285.

143(6)On issue of a certificate of intent to dissolve, the credit union shall cease to carry on business except to the extent necessary for the liquidation, but its legal existence continues until the Superintendent issues a certificate of dissolution.

143(7)After issue of a certificate of intent to dissolve, the credit union shall

(a)immediately cause notice of the dissolution to be sent to each known creditor of the credit union,

(b)immediately give notice in The Royal Gazette and once in a newspaper published or distributed in the place where the credit union has its registered office and take reasonable steps to give notice of the dissolution in every jurisdiction where the credit union carries on business,

(c)proceed to collect its property, to dispose of properties that are not to be distributed in kind to its members, to discharge all its obligations and to do all other acts required to liquidate its business, and

(d)after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, in accordance with the provisions of the special resolution authorizing the dissolution.

143(8)At any time after issue of a certificate of intent to dissolve and before issue of a certificate of dissolution, a certificate of intent to dissolve may be revoked by sending to the Superintendent a statement of revocation of intent to dissolve in prescribed form, if the revocation is approved in the same manner as the resolution under subsection (3).

143(9)On receipt of a statement of revocation of intent to dissolve, the Superintendent shall issue a certificate of revocation of intent to dissolve in accordance with section 285.

143(10)On the date shown in the certificate of revocation of intent to dissolve, the revocation is effective and the credit union may continue to carry on its business.

143(11)If a certificate of intent to dissolve has not been revoked and the credit union has complied with subsection (7), the credit union shall prepare articles of dissolution.

144(1)Articles of dissolution in prescribed form shall be sent to the Superintendent.

144(2)On receipt of articles of dissolution, the Superintendent shall issue a certificate of dissolution in accordance with section 285.

144(3)The credit union ceases to exist on the date shown in the certificate of dissolution.

145(1)Subject to subsections (2) and (3),

(a)where a credit union is in default for a period of two consecutive years in sending to the Superintendent any notice or document required by this Act,

(b)where a credit union is in default in sending to the Superintendent any fee or assessment required by this Act or the regulations, or

(c)where the Superintendent has reasonable cause to believe that a credit union is not carrying on business,

the Superintendent may dissolve the credit union by issuing a certificate of dissolution in accordance with section 285.

145(2)The Superintendent shall not dissolve a credit union under this section until

(a)the credit union has been given one hundred and twenty days notice of the Superintendent’s decision to dissolve the credit union, and

(b)a notice of the decision to dissolve the credit union has been given not less than thirty days before the date the Superintendent may dissolve the credit union in The Royal Gazette and in such other publications as the Superintendent considers appropriate.

145(3)Where a credit union notifies the Superintendent in writing that it is not carrying on business or is not in operation, paragraph (2)(a) does not apply and the Superintendent may give a notice in compliance with paragraph (2)(b).

145(4)Unless the credit union remedies the default, cause is shown as to why the credit union should not be dissolved or an order is made by a Court under section 247, the credit union shall be deemed to be dissolved on the date specified in the notice under paragraph (2)(b) and the Superintendent shall issue a certificate of dissolution in accordance with section 285.

146(1)A member of a credit union or the Superintendent may apply to the Court for an order to liquidate and dissolve a credit union and if

(a)the Court is satisfied that

that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any depositor, shareholder, creditor, director or officer,

(b)the Court is satisfied that the credit union is

(c)the Court is satisfied it is just and equitable that the credit union should be liquidated and dissolved,

the Court may order that the credit union be placed under the supervision of a supervisor for the purposes of liquidation and dissolution.

146(2)On an application under this section, the Court may make such order, in addition to the order under subsection (1), as it thinks fit.

146(3)On receipt of an order under subsection (1), the Superintendent shall

(a)give notice of the order in The Royal Gazette, and

(b)issue a certificate of dissolution in accordance with section 285 after

147The stabilization board of which the credit union was a member shall retain custody of the documents and records of a dissolved credit union for a period of six years after the effective date of the dissolution of the credit union.

148(1)In this section

“member” includes the heirs and legal representatives of a member.

148(2)Notwithstanding the dissolution of a credit union under this Act,

(a)a civil, criminal or administrative action or proceeding commenced by or against the credit union before its dissolution may be continued as if the credit union had not been dissolved,

(b)a civil, criminal or administrative action or proceeding may be brought against the credit union within two years after its dissolution as if the credit union had not been dissolved, and

(c)any property that would have been available to satisfy any judgment or order if the credit union had not been dissolved remains available for that purpose.

148(3)Service of a document on a credit union after its dissolution may be effected by serving the document on a person named as a director in the most recent notice sent to the Superintendent under this Act.

148(4)Notwithstanding the dissolution of a credit union, a member to whom any of its property has been distributed is liable to any person claiming under subsection (2) to the extent of the amount received by that member on the distribution, and an action to enforce that liability may be brought within two years after the date of the dissolution of the credit union.

148(5)A Court may order an action referred to in subsection (4) to be brought against the persons who were members, subject to such conditions as the Court thinks fit and, if the plaintiff’s claim is established, the Court may refer the proceedings to a referee or other officer of the Court who may

(a)add as a party to the proceedings each person found by the plaintiff who was a member or shareholder,

(b)determine, subject to subsection (4), the amount that each person who was a member or shareholder shall contribute towards satisfaction of the plaintiff’s claim, and

(c)direct payment of the amounts so determined.

149(1)On the dissolution of a credit union, the portion of the property distributable to a creditor or member who cannot be found shall be converted into money and paid to the stabilization board of which the credit union was a member.

149(2)A payment under subsection (1) shall be deemed to be in satisfaction of the debt to or claim of the creditor or member.

149(3)If at any time it is established that a person is entitled to any money paid to the stabilization board under this section, the stabilization board shall pay an equivalent amount to that person.

149(4)If at any time after the dissolution of a credit union, it is established that a person is entitled to receive, for registration in a land titles, registry or other recording office, a document duly executed by that credit union, the stabilization board shall execute the document on behalf of the dissolved credit union.

149(5)A document executed by the stabilization board in accordance with subsection (4) shall be accepted for registration in any land titles, registry or other recording office, as the case may be, if the stabilization board has placed an explanation for its actions on the document and the stabilization board has otherwise complied with the requirements of that office.

149(6)Subject to this section and subsection 148(2), property of a credit union that has not been disposed of at the date of its dissolution vests in the stabilization board.

150(1)Where a credit union is dissolved under section 142, 143 or 145, an interested person may apply to the Superintendent to have the credit union revived.

150(2)Articles of revival in prescribed form shall be sent to the Superintendent.

150(3)Where a credit union is dissolved on the order of the Court, any interested person may apply to the Court to have the credit union revived.

151(1)On receipt of articles of revival or an order of the Court to revive the credit union, the Superintendent shall issue a certificate of revival in accordance with section 285.

151(2)A credit union is revived as a credit union under this Act on the date shown on the certificate of revival, and after that date the credit union, subject to such reasonable terms as may be imposed by the Court or the Superintendent and to the rights acquired by any person after its dissolution, has all the rights and privileges and is liable for the obligations that it would have had if it had not been dissolved.

152If a credit union is revived under section 151, any property other than money that vested in the stabilization board under section 149 and that has not been disposed of shall be returned to the credit union and there shall be paid to the credit union by the stabilization board

(a)an amount equal to any money received by the stabilization board under section 149, and

(b)where property other than money vested in the stabilization board in accordance with section 149 and that property has been disposed of, an amount equal to the lesser of

153(1)This Part does not apply to a credit union that is bankrupt within the meaning of the Bankruptcy Act (Canada).

153(2)Any proceedings taken under this Part to dissolve or to liquidate and dissolve a credit union shall be stayed if at any time a credit union becomes subject to or takes a proceeding under the Bankruptcy Act (Canada).

154This Part applies to federations.

155(1)The Brunswick Credit Union Federation Limited and the Fédération des Caisses Populaires Acadiennes Limitée established as federations before the commencement of this subsection are hereby continued as bodies corporate subject to the provisions of this Act.

155(2)The directors and officers of the federations referred to in subsection (1) who held office immediately before the commencement of this subsection continue in office until their successors are appointed or elected in accordance with this Act.

155(3)On the commencement of subsection (1),

(a)a federation referred to in subsection (1)

(b)an existing cause of action, claim or liability to prosecution involving a federation is unaffected,

(c)a civil, criminal, or administrative action or proceeding pending by or against the federation may be continued by or against the federation, and

(d)a conviction against, or ruling, order or judgment in favour of or against the federation may be enforced by or against the federation.

156No person other than the federations continued under subsection 155(1) shall carry on the business of a federation in New Brunswick.

157Within one year after the commencement of this section, a federation shall file with the Superintendent articles of continuance in prescribed form that shall set out

(a)the name of the federation,

(b)the place in New Brunswick where the registered office of the federation is situated,

(c)the name, residence address and principal occupation of each director of the federation, and

(d)any restrictions on the business that the federation may carry on,

and that shall provide for all other matters which by this Act are required to be dealt with in the articles of a federation.

158Sections 128 to 132 and section 141 apply with the necessary modification in relation to the articles of a federation.

159(1)Within one year after the commencement of this subsection, a federation shall file with the Superintendent by-laws that shall provide, subject to this Act, for such of the following matters as are applicable:

(a)the qualifications for, conditions of and method of applying for membership in the federation;

(b)the location of meetings of representatives and the procedure and quorum at meetings;

(c)the procedure by which members of the federation or representatives may call a special meeting of representatives;

(d)the enactment, amendment or repeal of by-laws at any annual meeting or general meeting called for that purpose;

(e)the right of representatives to vote by ballot or mail or both, and the manner, form and effect of voting;

(f)the election, term of office, removal of and filling of vacancies among directors, committee members and officers and their powers, duties and remuneration;

(g)the procedure at meetings of the board of directors;

(h)the establishment, maintenance and relocation of a registered office and branch offices of the federation;

(i)the incorporation and ownership by the federation of subsidiary companies;

(j)the investment and use of the assets of the federation;

(k)the making of loans to the members of a federation;

(l)the borrowing, raising or securing the payment of money;

(m)the charging, hypothecation, mortgaging or pledging of the real and personal property of the federation;

(n)the issuing of debt obligations by the federation; and

(o)any other matters which by this Act are required to be dealt with in the by-laws of the federation.

159(2)The by-laws filed with the Superintendent under subsection (1) may provide for any matters in addition to those referred to in paragraphs (1)(a) to (o) if those by-laws are not inconsistent with this Act or the regulations.

160Section 65 applies with the necessary modifications in relation to the adoption of the by-laws of a federation.

161(1)The articles and by-laws of a federation bind the federation and its members.

161(2)No provision of the articles or the by-laws of a federation filed under section 157 or subsection 159(1) is effective until it is approved by the Superintendent.

162Subsections 12(2) to 12(4) and sections 13 and 14 apply with the necessary modifications in relation to the name of a federation.

163Part IV, except section 25, applies with the necessary modifications in relation to the registered office and records of a federation.

164The purposes of a federation are

(a)to receive and manage deposits made by its credit unions for the purpose of meeting the liquidity requirements of its member credit unions,

(b)to receive and manage deposits made by its member credit unions in addition to those deposits referred to in paragraph (a),

(c)to develop and provide to its member credit unions, financial services and any other services which, by their nature, can be most effectively provided by a federation, including advisory, educational and research services,

(d)to develop and promote sound business and financial policies and procedures, including those relating to lending activities, for the benefit of its member credit unions and to assist those credit unions in the implementation of such policies and procedures,

(e)to promote the organization, development and welfare of credit unions in New Brunswick,

(f)to encourage co-operation among co-operatives and credit unions in New Brunswick, and

(g)to do such other things as may be required or authorized by this Act or the regulations.

165A federation has the capacity, and subject to this Act, the rights, powers and privileges of a natural person.

166(1)Subject to this Act, it is not necessary for a by-law to be passed in order to confer any particular power on a federation or its directors.

166(2)A federation shall not carry on any business or exercise any power if it is restricted by its articles or this Act from carrying on that business or exercising that power and shall not exercise any of its powers in a manner contrary to its articles or this Act.

166(3)No act of a federation, including any transfer of property to or by a federation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

167A federation may do all things necessary or incidental to the attainment of its purposes, and may, in addition,

(a)carry out such other duties and activities in relation to credit unions as the federation and its member credit unions agree or as may be set out in the by-laws of the federation,

(b)carry out such duties and activities on behalf of the stabilization board established in relation to the federation as the stabilization board and the federation may agree, and

(c)assist credit unions in carrying out any recommendations or orders made by the stabilization board or the Superintendent in relation to credit unions.

(a)shall invest, in accordance with the regulations, those amounts provided to the federation by its member credit unions for the purpose of meeting the liquidity requirements of its member credit unions, and

(b)may make any other investments only in accordance with the regulations.

169A federation shall provide to the stabilization board established in relation to the federation such information concerning the federation and its member credit unions as the stabilization board may reasonably require to enable the stabilization board to carry out its purposes under this Act.

170Subject to such terms and conditions as may be specified in the by-laws, a federation may levy and collect from its member credit unions such amount of money in the form of dues as may be required by the federation to enable it to carry out its purposes under this Act and the regulations.

171(1)A federation may issue to its members an unlimited number of shares.

171(2)Members of a federation shall purchase and hold such number of shares in the federation as may be required by the by-laws.

172A federation is not required to issue share certificates.

173(1)Sections 36 and 37 apply with the necessary modifications in relation to the payment by a federation of patronage refunds and dividends on shares.

173(2)A federation may in its by-laws provide that the whole of any patronage refund or dividend on shares to be paid or credited to a member credit union, or such part of the patronage refund or dividend on shares as may be specified in the by-laws of the federation, shall be applied to purchase on behalf of the member credit union, additional shares of the federation, up to such number as may be specified in the by-laws.

174A federation shall not pay a patronage refund or a dividend on shares or make any payment to purchase or redeem shares if there are reasonable grounds for believing that

(a)the federation is, or would after the payment, be unable to pay its liabilities as they become due, or

(b)the realizable value of the federation’s assets is, or would after the payment be, less than the aggregate of

(ii)the amount that would, at that time, be required to pay the shareholders that have a right to be paid, on a redemption or in a liquidation, rateably with or before the shareholders of the shares to be purchased or redeemed.

175Sections 42 and 50 apply with the necessary modifications to a federation.

176Membership in a federation shall be open to any credit union continued under section 293 and to such other credit unions as may become incorporated under this Act.

177No credit union shall carry on business in New Brunswick unless it is a member of a federation.

178Subject to this Act, a member of a federation is not responsible for any act, default or liability of the federation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the federation.

179(1)A credit union shall be represented and vote at meetings of a federation through one or more representatives appointed or elected in accordance with this Act and the regulations.

179(2)The number of representatives to be appointed or elected in relation to each credit union for the purposes of subsection (1) shall be determined in accordance with a system of representation established by the regulations.

180(1)The members of a credit union shall, by a resolution adopted by a majority of the members present at the annual meeting,

(a)choose to elect the representatives themselves, or

(b)direct the directors of the credit union to appoint the representatives.

180(2)Where the members choose to elect representatives in accordance with paragraph (1)(a), the election shall be held immediately after the resolution is adopted.

180(3)Where the members direct the directors to appoint representatives in accordance with paragraph (1)(b), the directors may do so at a regular or special meeting of the board of directors.

180(4)A representative holds office until the next annual meeting of the credit union and, subject to the by-laws of the credit union, is eligible for re-election or reappointment.

180(5)Notwithstanding subsection (4), a representative shall remain in office until the representative dies, resigns or is re-elected, reappointed or replaced.

180(6)Where a vacancy occurs during the term of office of a representative, the vacancy shall be filled for the remainder of the term of the representative by an appointment made by the directors of the credit union at a regular or special meeting of the board of directors called for that purpose.

181No person may be elected or appointed as a representative unless the person is nineteen years of age and a member in good standing of the credit union which the person is to represent.

182A representative is entitled to only one vote on any question at a meeting of the federation.

183The secretary of a credit union shall report in writing to the secretary of the federation of which the credit union is a member the names of the representatives of the credit union and any change of representatives.

184(1)A federation shall in its by-laws establish a fixed number of directors, which number shall not be fewer than seven.

184(2)The directors of a federation shall

(a)exercise the powers of the federation directly or indirectly through the employees and the agents of the federation, and

(b)direct the management of the business and affairs of the federation.

185The following persons are disqualified from being a director of a federation:

(a)anyone who is less than nineteen years of age;

(b)anyone who is not an individual;

(c)a person who has the status of a bankrupt;

(d)a person who is not a representative of a member credit union;

(e)an employee, auditor or solicitor of a federation or stabilization board;

(f)a director of a stabilization board;

(g)a person employed in the Civil Service whose official duties are concerned with the affairs of credit unions or federations; or

(h)a representative of a member credit union which does not meet such requirements as may be set out in the by-laws of the federation.

186(1)The directors of a federation shall be elected by the representatives at the annual meeting of the federation.

186(2)A director shall be elected for a term not to exceed three years and, subject to the by-laws of the federation, is eligible for re-election.

186(3)Notwithstanding subsection (2) but subject to the by-laws of the federation, a person is not eligible to serve as a director for more than nine consecutive years.

186(4)Notwithstanding subsections (2) and (3) but subject to subsections (5) and (6), a director shall remain in office until the director dies, resigns or is re-elected or replaced.

186(5)A person shall cease to be a director on ceasing to be qualified to serve as a director.

186(6)A director may be removed from office by a resolution of the representatives adopted at an annual or special meeting of the federation.

186(7)Where a vacancy occurs during the term of office of a director, the vacancy shall be filled for the remainder of the term of the director by an appointment made by the directors.

186(8)Subject to the by-laws of the federation, only time served after the commencement of this subsection shall be taken into consideration for the purposes of subsection (3).

187(1)The directors shall appoint from among themselves a chairperson and vice-chairperson.

187(2)The directors shall appoint a secretary who may or may not be a director and such other officers as they consider appropriate.

187(3)In the absence of the chairperson and the vice-chairperson, the directors present at a duly constituted meeting of the directors may appoint from among themselves a person to preside at the meeting.

188A majority of the directors constitutes a quorum.

189Subject to the by-laws of the federation, the directors shall be paid such remuneration and shall be reimbursed for such reasonable expenses incurred in the performance of their duties as may be approved by the representatives at the annual meeting of the federation.

190(1)The fiscal year of a federation ends on the thirty-first day of December of each year.

190(2)Section 68 applies with the necessary modifications in relation to the annual or a special meeting of a federation.

191Except where it is inconsistent with this Part, Part VII applies with the necessary modifications in relation to the directors and officers of a federation.

2008, c.26, s.12.

192(1)Except where it is inconsistent with this Part and subject to subsections (2) and (3), Part VIII applies with the necessary modifications in relation to the returns and financial disclosure to be made by a federation and in relation to the auditor of a federation.

192(2)The auditor of a federation shall be an auditor approved by the Superintendent.

192(3)For the purposes of subsections 125(1) and 125(2), the Superintendent may require the auditor of a federation to act in accordance with those subsections but the stabilization board shall have no authority under those subsections to require the auditor to so act.

193This Part applies to stabilization boards.

194(1)The Brunswick Credit Union Federation Stabilization Board Limited and the Office de Stabilisation de la Fédération des Caisses Populaires Acadiennes Limitée established as stabilization boards under the Credit Unions Act, chapter C-32.1 of the Acts of New Brunswick, 1977, are hereby continued as bodies corporate subject to the provisions of this Act.

194(2)The directors and officers of the stabilization boards referred to in subsection (1) who held office immediately before the commencement of this subsection continue in office until their successors are appointed or elected in accordance with this Act.

194(3)On the commencement of subsection (1),

(a)a stabilization board

(b)an existing cause of action, claim or liability to prosecution involving the stabilization board is unaffected,

(c)a civil, criminal, or administrative action or proceeding pending by or against the stabilization board may be continued by or against the stabilization board, and

(d)a conviction against, or ruling, order or judgment in favour of or against the stabilization board may be enforced by or against the stabilization board.

195A credit union shall be a member of the stabilization board established in relation to the federation of which the credit union is a member.

196The purposes of a stabilization board are

(a)to protect its member credit unions against financial losses and insolvency

(b)to provide financial assistance to its member credit unions in accordance with paragraph 198(1)(c) or the regulations, and

(c)to do such other things as may be required or authorized by this Act or the regulations.

2008, c.26, s.13.

197A stabilization board has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

198(1)Subject to this Act, a stabilization board may

(a)establish terms, conditions, restrictions and limitations in relation to the lending activities of its member credit unions and the loan policies to be established by those credit unions,

(b)in consultation with the Superintendent and the federation in relation to which the stabilization board was established, issue directives in relation to sound business and financial policies and procedures to be followed by its member credit unions including, without limiting the generality of the foregoing, directives in relation to those matters referred to in paragraph (a),

(c)make available to a member credit union whose level of equity has fallen below the amount required under section 55 and the regulations for reasons other than an increase in the total assets of the credit union, subject to the regulations, any form of financial assistance for the purposes of stabilization that the stabilization board considers appropriate on such terms and conditions as it considers appropriate,

(d)assume the costs of the supervision and winding up of its member credit unions in accordance with Part XV,

(e)raise or borrow money and charge the whole or any part of the stabilization board’s assets as security,

(f)enter into any agreement or arrangement with any person or body relating to

(g)arrange compulsory insurance programs for its member credit unions or insurance coverage on behalf of those credit unions,

(h)enter into an agreement with the federation in relation to which the stabilization board was established whereby the federation is authorized to carry out such duties and activities on behalf of the stabilization board as may be specified in the agreement,

(i)engage any employees, enter into any agreements or arrangements and incur any costs and expenses that are required to carry out the purposes of the stabilization board,

(j)collect and compile statistics related to credit unions as may be necessary for insurance purposes or for the purposes of credit unions, the federation or the Superintendent,

(j.1)require its member credit unions to take any measure or implement any procedure that it considers necessary to assess the risk that a member credit union may require financial assistance from the stabilization board or the risk of a claim against the Corporation,

(k)require its member credit unions to make reports and specify the contents, frequency and form of such reports, and

(l)do such other things as may be necessary or incidental to the attainment of its purposes.

198(2)Where a federation carries out any duties and activities on behalf of a stabilization board in accordance with paragraph (1)(h), the stabilization board continues to be responsible for those duties and activities and shall ensure they are carried out in accordance with this Act.

2008, c.26, s.14.

199A stabilization board shall, on the request of the Corporation,

(a)provide such services and assistance as may be required by the Corporation for its purposes,

(b)carry out such duties and activities on behalf of the Corporation as the Corporation may direct,

(b.1)pay into the deposit insurance fund, out of its stabilization fund, in the case of a liquidation of a member credit union, an amount equal to the amount required for the Corporation to pay out claims of depositors of the credit union in accordance with section 220,

(c)assume or purchase such liabilities or assets of a member credit union on its liquidation as the Corporation may direct, and

(d)assume such costs and expenses in relation to the duties and activities of the Corporation as the Corporation may direct.

2008, c.26, s.15.

200A stabilization board may make investments only in accordance with the regulations.

201A stabilization board shall establish and maintain a stabilization fund which may be used for the following purposes:

(a)to provide financial assistance to credit unions in accordance with this Act and the regulations for the purposes of stabilization;

(a.1)to make payments into the deposit insurance fund in accordance with paragraph 199(b.1); and

(b)to pay any costs or expenses incurred in doing such other things as may be necessary for or incidental to the attainment of the purposes of a stabilization board under this Act or the regulations.

2008, c.26, s.16.

202(1)A stabilization board shall levy and collect from each of its member credit unions such amount of money in relation to annual levies as may be determined by the stabilization board .

202(2)A credit union shall, within thirty days after the receipt of written notification of a levy imposed under subsection (1), pay to the stabilization board the total amount of the levy.

202(3)The stabilization board shall pay into its stabilization fund the amount paid to it in accordance with subsection (2).

202(4) Repealed: 2008, c.26, s.17.

2008, c.26, s.17.

202.1 For the purposes of sections 202.2 to 202.4, the amounts prescribed are excluded in determining the total amount of the stabilization fund of a stabilization board.

2008, c.26, s.18.

202.2(1)A stabilization board shall maintain in its stabilization fund an amount not less than the amount determined in accordance with the regulations.

202.2(2)Subsection (1) applies between the date of the commencement of this section and the date immediately preceding the date of the making of an order under subsection 202.3(1) in relation to the stabilization board, both dates inclusive.

202.2(3)On or before May 31 of each year, beginning in the year 2009 and ending in the year 2011, the Corporation shall review a stabilization board’s most recent financial statements referred to in subsection 211(2) for the previous fiscal year of the stabilization board and give written notice to the stabilization board with respect to the sufficiency or insufficiency of its stabilization fund.

202.2(4)If, on a review under subsection (3), the Corporation determines that the total amount of the stabilization fund on December 31 of the previous fiscal year was less than the minimum amount determined under subsection (1), the Corporation shall, subject to subsections (5) and (7), make an order requiring the stabilization board, within the time specified in the order, to submit to the Corporation a plan, satisfactory to the Corporation, to replenish the stabilization fund on or before December 31, 2011, to an amount equal to the amount of the shortfall.

202.2(5)No more than one order under subsection (4) shall be made in relation to a stabilization fund.

202.2(6)If the Corporation makes an order under subsection (4), a copy of the order shall accompany the written notice given under subsection (3).

202.2(7)An order shall not be made under subsection (4) in respect of the stabilization fund of a stabilization board that is under supervision in accordance with Part XV.

2008, c.26, s.18.

202.3(1)After December 31, 2011, but on or before May 31, 2012, the Corporation shall, by order, fix the minimum amount that must be maintained by a stabilization board in its stabilization fund.

202.3(2)On or before May 31, 2015 and on or before May 31 of every third year after 2015, the Corporation shall review its existing order made under this section in respect of a stabilization fund and make a new order that continues, modifies or replaces the existing order.

202.3(3)A minimum amount fixed in an order under subsection (1) or (2) may be

(a)a specified amount, or

(b)an amount expressed as a percentage of the amount of the total assets of the member credit unions of the stabilization board in relation to which the order is made.

202.3(4)Without delay after an order is made under subsection (1) or (2) in respect of the stabilization fund of a stabilization board, the Corporation shall give written notice of the order to the stabilization board.

2008, c.26, s.18.

202.4(1)On or before May 31 of each year, beginning in the year 2012, the Corporation shall review a stabilization board’s most recent financial statements referred to in subsection 211(2) for the previous fiscal year of the stabilization board and give written notice to the stabilization board with respect to the sufficiency or insufficiency of its stabilization fund.

202.4(2)In 2012, if the Corporation determines on a review under subsection (1) that the total amount of the stabilization fund on December 31, 2011 was less than the minimum amount determined under subsection 202.2(1), the Corporation shall, subject to subsection (6), make an order requiring the stabilization board, within the time specified in the order, to submit to the Corporation a plan, satisfactory to the Corporation, to replenish the stabilization fund on or before December 31, 2012, to the minimum amount required to be maintained in the stabilization fund by order of the Corporation under subsection 202.3(1).

202.4(3)Beginning in the year 2013, if the Corporation determines on a review under subsection (1) that the total amount of the stabilization fund on December 31 of the previous fiscal year was less than the minimum amount that was required to be maintained in the stabilization fund on that date by order of the Corporation under section 202.3, the Corporation shall, subject to subsection (6), make an order requiring the stabilization board, within the time specified in the order, to submit to the Corporation a plan, satisfactory to the Corporation, to replenish the stabilization fund on or before December 31 of the year in which the order is made, to the amount described in subsection (4).

202.4(4)The amount to which a stabilization fund must be replenished under an order under subsection (3) is an amount equal to the minimum amount that must be maintained in the stabilization fund, as required by the most recent order of the Corporation made under section 202.3 in relation to that stabilization fund.

202.4(5)If the Corporation makes an order under subsection (2) or (3), a copy of the order shall accompany the written notice given under subsection (1).

202.4(6)An order shall not be made under subsection (2) or (3) in respect of the stabilization fund of a stabilization board that is under supervision in accordance with Part XV.

202.4(7)If a stabilization board fails by December 31, 2012 to replenish its stabilization fund, as required by an order made under subsection (2), to the minimum amount required to be maintained in the stabilization fund by order of the Corporation under subsection 202.3(1), the Corporation shall, on or before May 31, 2013, provide financial assistance to the stabilization board in an amount equal to the difference between the minimum amount required to be maintained in the stabilization fund as required by the order of the Corporation under subsection 202.3(1) and the total amount of the stabilization fund on December 31, 2012.

202.4(8)If a stabilization board fails to replenish its stabilization fund, as required by an order made under subsection (3), to the amount described in subsection (4) by December 31 of the year in which the order was made, the Corporation shall, on or before May 31 of the following year, provide financial assistance to the stabilization board in an amount equal to the difference between the amount described in subsection (4) and the total amount of the stabilization fund on December 31 of the year in which the order under subsection (3) was made.

202.4(9)Financial assistance provided under subsection (7) or (8) by the Corporation shall be subject to the terms and conditions determined by the Corporation.

2008, c.26, s.18.

202.5When a stabilization board is placed under supervision in accordance with Part XV, any order of the Corporation under subsection 202.2(4) or 202.4(2) or (3), or any plan made under any such order, that is in effect in relation to the stabilization board immediately before it is placed under supervision is revoked.

2008, c.26, s.18.

203(1)The business and affairs of a stabilization board shall be managed by a board of directors consisting of eight persons, namely

(a)three persons who shall be elected by the representatives of its member credit unions at the annual meeting of the federation of which the credit unions are members,

(b)two persons with proven financial ability to the satisfaction of the Superintendent who shall be appointed by the Minister, on the recommendation of the Superintendent,

(c)two persons who shall be appointed by the board of directors of the federation in relation to which the stabilization board was established who, notwithstanding paragraph 204(1)(d), may be directors of a credit union, other than a credit union that is under supervision in accordance with Part XV, and

(d)the Superintendent who shall not have the right to vote and who shall not be counted in the quorum.

203(2)A person elected under paragraph (1)(a) or appointed under paragraph (1)(b) or (1)(c) shall be elected or appointed for a term not to exceed three years and is eligible for reappointment or re-election.

203(3)Notwithstanding subsection (2), a person is not eligible to serve as a director for more than nine consecutive years.

203(4)Notwithstanding subsections (2) and (3) but subject to subsections (5) and (6), a director shall remain in office until the director dies, resigns or is re-elected, reappointed or replaced.

203(4.1)Notwithstanding subsection (2), a person who has served as a director elected or appointed under subsection (1) for a period of 9 consecutive years, or, as a result of the application of subsection (4), for a period of more than 9 consecutive years, is not eligible to be elected or appointed under subsection (1) for a further term unless at least one year has elapsed since the end of that period.

203(5)A person shall cease to be a director on ceasing to be qualified to serve as a director.

203(6)A director elected under paragraph (1)(a) may be removed from office by a resolution of the representatives adopted at an annual or special meeting of the federation in relation to which the stabilization board was established.

203(7)Where a vacancy occurs during the term of office of a director elected under paragraph (1)(a), a quorum of directors may fill the vacancy until the next annual meeting of the federation in relation to which the stabilization board was established.

203(8)Where a vacancy occurs during the term of office of a director appointed under paragraph (1)(b) or (c), the vacancy may be filled for the remainder of the term of the director by an appointment made under that paragraph.

2008, c.26, s.19.

204(0.1)In this section, “officer” includes

(a)in respect of a credit union,

(b)in respect of a federation or stabilization board, a chairperson, vice-chairperson or secretary of the federation or stabilization board or a person who holds an equivalent office in the federation or stabilization board.

204(1)The following persons are disqualified from being a director of a stabilization board:

(a)anyone who is less than nineteen years of age;

(b)anyone who is not an individual;

(c)a person who has the status of a bankrupt;

(d)an employee, director or officer of a credit union, a federation or another stabilization board or an employee of the Corporation;

(d.1)a former employee of a credit union, a stabilization board, a federation or the Corporation unless at least 2 years have passed since the person last ceased to be such an employee;

(d.2)a person who has a loan with a credit union that is more than 3 months in arrears;

(f)a solicitor of a credit union, a stabilization board or a federation; or

(g)any person who does not meet such requirements as may be set out in the by-laws of the stabilization board.

204(2)Subsection (1) does not apply to a director referred to in paragraph 203(1)(d).

2008, c.26, s.20.

205(1)The directors shall appoint from among themselves a chairperson and vice-chairperson.

205(2)The directors shall appoint a secretary who may or may not be a director and such other officers as they consider appropriate.

205(3)In the absence of the chairperson and vice-chairperson, the directors present at a duly constituted meeting of the directors may appoint from among themselves a person to preside at the meeting.

206A majority of the directors constitutes a quorum.

207Subject to the by-laws of the stabilization board, the directors other than the Superintendent shall be paid such remuneration and shall be reimbursed for such reasonable expenses incurred in the performance of their duties as may be approved at the annual meeting of the federation.

208(1)The directors of the stabilization board may by resolution make, amend or repeal any by-law in relation to the business and affairs of the stabilization board.

208(2)The directors shall submit a by-law and an amendment or a repeal of a by-law to the Superintendent.

208(3)No by-law and no amendment or repeal of a by-law is effective until it is approved by the Superintendent.

209The fiscal year of a stabilization board ends on the thirty-first day of December of each year.

210A stabilization board shall maintain records in relation to the business and affairs of the stabilization board in accordance with sound business practices.

211(1)The books and accounts of a stabilization board shall be audited at least once each year by an auditor appointed by the stabilization board and approved by the Superintendent.

211(2)On or before the thirtieth day of April of each year, the stabilization board shall prepare and submit to the Superintendent a report which is to include

(a)the financial statements of the stabilization board in relation to the preceding fiscal year of the stabilization board,

(b)the report of the auditor, and

(c)such further information respecting the financial position of the stabilization board and the results of its operation as may be required by the Superintendent or this Act or the regulations.

211(3)The financial statements referred to in paragraph (2)(a) shall be prepared in accordance with generally accepted accounting principles, the primary source of which is the Handbook of the Canadian Institute of Chartered Accountants.

211(4)At the same time as a stabilization board submits a report to the Superintendent under subsection (2), it shall submit a copy of the report to the Corporation.

2008, c.26, s.21.

212The Superintendent may require the auditor of a stabilization board to report to the Superintendent

(a)on the adequacy of the business and financial policies and procedures adopted by the stabilization board, and

(b)on the scope of the audit and the nature of the procedures followed in auditing the books and accounts of the stabilization board.

213Subsection 113(3), except subparagraph (a)(ii), and subsections 113(4), (5) and (6) apply with the necessary modifications in relation to the auditor of a stabilization board.

214This Part applies to the New Brunswick Credit Union Deposit Insurance Corporation.

215There is hereby established a body corporate to be known as the New Brunswick Credit Union Deposit Insurance Corporation.

215.1The Corporation is, for all purposes, an agent of Her Majesty in right of the Province.

2009, c.37, s.1.

216The purposes of the Corporation are

(a)to provide, for the benefit of persons having deposits with credit unions in New Brunswick, deposit insurance against loss of part or all of such deposits by making payment to the persons to the extent and in the manner authorized by this Act and the regulations,

(b)in such circumstances as the Corporation considers appropriate, to assist stabilization boards in providing financial assistance to credit unions under paragraph 198(1)(c) or the regulations, and

(c)to do such other things as may be required or authorized by this Act or the regulations.

2008, c.26, s.22.

217The Corporation may

(a)determine the amounts of money to be levied and collected from credit unions for the purposes of sections 224 and 225,

(b)borrow money on the credit of the Corporation or on bills of exchange or promissory notes drawn, made, accepted or endorsed by or on behalf of the Corporation and may pledge as security any or all of the assets of the Corporation,

(c)enter into any agreement or arrangement with a stabilization board or any other person or body as it considers appropriate for the attainment of its purposes,

(d)apply to the Minister for grants, loans or guarantees of loans to assist it in carrying out its purposes,

(e)make or cause to be made such inspections, examinations and inquiries in relation to credit unions and such actuarial or similar studies as the Corporation considers appropriate,

(f)make loans and advances to stabilization boards and to take security for such loans and advances,

(f.1)make grants to stabilization boards and credit unions,

(g)guarantee loans made by third parties to credit unions or stabilization boards and to take security for such guarantees,

(g.1)guarantee loans made by credit unions to third parties,

(h)make investments in relation to the deposit insurance fund or cause such investments to be made,

(h.1)assume, in whole or in part, the liabilities, including contingent liabilities, of a credit union,

(i)assume or purchase the liabilities or assets of credit unions or stabilization boards on their liquidation or dissolution,

(j)request a stabilization board to do any thing for the purposes of section 199, and

(k)do such other things as may be necessary for or incidental to the attainment of its purposes.

2007, c.48, s.1.

217.1(1)On the request of the Corporation, the Superintendent shall provide to the Corporation such information concerning the exercise or performance of his or her powers or duties under this Act or the regulations as the Corporation may reasonably require to enable the Corporation to carry out its purposes under this Act.

217.1(2)On the request of the Corporation, the Superintendent shall provide to the Corporation such information concerning a credit union, a stabilization board or a federation as the Corporation may reasonably require to enable the Corporation to carry out its purposes under this Act.

217.1(3)On the request of the Corporation, a stabilization board shall provide to the Corporation such information concerning the stabilization board, the stabilization board’s member credit unions or the federation in relation to which the stabilization board was established as the Corporation may reasonably require to enable the Corporation to carry out its purposes under this Act.

2008, c.26, s.23.

217.2(1)On or before April 30, 2012 and on or before April 30 of every third year after 2012, the Corporation shall cause an independent expert to make an assessment and analysis of the sufficiency of each stabilization fund.

217.2(2)An individual or firm is qualified to be an independent expert for the purposes of subsection (1) if

(a)in the case of an individual, the person is independent and

(i)is a member in good standing of an institute or association of accountants incorporated under an Act of the Legislature of a province or is a Fellow of the Canadian Institute of Actuaries, and

(b)in the case of a firm, the member of the firm designated by the firm to make the assessment and analysis under subsection (1) on behalf of the firm is qualified in accordance with paragraph (a).

217.2(3)For the purposes of this section,

(a)independence is a question of fact, and

(b)a person shall be deemed not to be independent if that person or that person’s business partner

217.2(4)A person is not disqualified from being an independent expert by reason only of the person’s membership in a credit union.

2008, c.26, s.23.

218The Corporation may make by-laws

(a)respecting the administration, management and control of the property and affairs of the Corporation,

(b)respecting the functions, duties and remuneration of the officers, agents and employees of the Corporation, if any,

(c)respecting the appointment or disposition of any special committees from time to time created by the Corporation,

(d)respecting the appointment of an auditor,

(e)determining the seal of the Corporation,

(f)respecting the time and place for the holding of meetings of the directors and the procedure at such meetings,

(g)respecting the manner in which a credit union may represent that it is a contributor to the deposit insurance fund,

(h)authorizing and controlling the use by credit unions, federations and stabilization boards of marks, signs, advertisements or other devices indicating that deposits with credit unions are insured by the Corporation,

(i)defining the word “deposit” for the purposes of deposit insurance, and

(j)respecting the conduct in all other particulars of the affairs of the Corporation.

219Within six months after the board of directors is appointed or elected in accordance with this Act, the Corporation shall file by-laws in accordance with section 218 with the Minister.

220(1)Subject to the by-laws of the Corporation, the Corporation shall insure deposits placed with a credit union to an amount determined in accordance with the regulations.

220(2)Where the Corporation is obliged to make payment in accordance with paragraph 223(a) in relation to any deposit insured by it, the Corporation, as soon as possible after the obligation arises, shall, in relation to such deposit, make payment, or cause such payment to be made to such person as appears entitled to it by the records of the credit union with whom the deposit was made, by paying, or causing to be paid to such person an amount in money equal to so much of the person’s outstanding claim against the credit union as is insured by the Corporation.

220(3)Payment under this section by or on behalf of the Corporation in relation to any deposit insured by deposit insurance discharges the Corporation from all liability in relation to that deposit.

220(4)Where the Corporation makes a payment, or causes a payment to be made, under this section in relation to any deposit with a credit union, the Corporation is subrogated to the extent of the payment made to all the rights and interests of the depositor as against that credit union.

221The Superintendent shall be deemed to have an interest in the deposit insurance fund as representative of all persons who may be claimants against credit unions, and the directors of the Corporation shall furnish the Superintendent with such financial statements and other information in relation to the fund and the Corporation as the Superintendent may require.

222(1)No credit union shall advertise or hold out by any written or oral representation that its deposits are insured by the Corporation otherwise than by such marks, signs, advertisements or other devices as are authorized by the by-laws of the Corporation and used in the manner and on the occasions specified by the by-laws.

222(2)A credit union that violates subsection (1) commits an offence.

223The Corporation shall establish and maintain a deposit insurance fund which may be used for the following purposes:

(a)to pay out claims of depositors in accordance with section 220 on the liquidation of a credit union;

(b)to assist stabilization boards in providing financial assistance to credit unions under paragraph 198(1)(c) or the regulations; and

(c)to pay any costs or expenses incurred in doing such other things as may be necessary for or incidental to the attainment of the purposes of the Corporation.

2008, c.26, s.24.

224The Corporation shall determine the amount of money to be levied and collected from credit unions from time to time to enable the Corporation to provide its services and to carry out its purposes in accordance with this Act and the regulations.

225(1)On the direction of the Corporation, a stabilization board shall, on behalf of the Corporation, levy and collect from its member credit unions such amounts as may be determined by the Corporation, in such manner and at such times as the Corporation may direct.

225(2)A credit union shall pay to the stabilization board such amounts as may be levied under subsection (1) at such times as may be required by the stabilization board.

225(3)A stabilization board shall pay into the deposit insurance fund the amounts paid to it in accordance with subsection (2).

226On the commencement of this section or as soon thereafter as may be specified by the Corporation, a stabilization board shall pay into the deposit insurance fund, out of the stabilization fund existing immediately before the commencement of this section, such amount as may be determined in accordance with the regulations.

227 Repealed: 2008, c.26, s.25.

2008, c.26, s.25.

227.1(1)The deposit insurance fund referred to in section 223 shall be maintained as a single account held in the name of the Corporation and administered and invested by the Corporation.

227.1(2)On the commencement of this subsection, each stabilization board shall, under the direction of the Corporation, transfer the money maintained in the separate account that was administered by the stabilization board under section 227 immediately before the repeal of that section to the single account referred to in subsection (1).

2008, c.26, s.26.

228(1)On the application of the Corporation, the Minister may, with the approval of the Lieutenant-Governor in Council and subject to such terms and conditions as the Minister considers appropriate,

(a)make loans, advances or grants to the Corporation, and

(b)guarantee any loans or advances made to the Corporation by others.

228(2)The amount of any loan or advance made to the Corporation under paragraph (1)(a) shall be paid out of the Consolidated Fund.

2007, c.48, s.2.

229(1)The business and affairs of the Corporation shall be administered by a board of directors consisting of 7 persons, namely

(a)four persons who shall be appointed in accordance with subsection (2),

(a.1)the Deputy Minister of Finance or his or her designate,

(a.2)the Deputy Minister of Justice and Consumer Affairs or his or her designate, and

(b)the Superintendent.

229(2)The Minister shall appoint 4 persons to the board of directors of the Corporation.

229(3)A person appointed under subsection (2) shall be appointed for a term not to exceed three years and is eligible for reappointment.

229(3.1)Notwithstanding subsection (3), a director appointed under subsection (2) is not eligible to serve as a director for more than 9 consecutive years.

229(4)Notwithstanding subsections (3) and (3.1) but subject to subsections (5) and (5.1), a director appointed under subsection (2) shall remain in office until the director dies, resigns or is reappointed or replaced.

229(4.1)Notwithstanding subsection (3), a person who has served as a director appointed under subsection (2) for a period of 9 consecutive years, or, as a result of the application of subsection (4), for a period of more than 9 consecutive years, is not eligible to be appointed under subsection (2) for a further term unless at least one year has elapsed since the end of that period.

229(5)A person shall cease to be a director on ceasing to be qualified to serve as a director.

229(5.1)The Minister may at any time remove a director appointed under subsection (2) from office.

229(6)Where a vacancy occurs during the term of office of a director, the vacancy shall be filled for the remainder of the term of the director by an appointment made under subsection (2) by the Minister.

2008, c.26, s.27.

229.1(1)In this section, “officer” includes

(a)in respect of a credit union,

229.1(2)The following persons are disqualified from being a director of the Corporation:

(a)anyone who is less than 19 years of age;

(b)anyone who is not an individual;

(c)a person who has the status of a bankrupt;

(d)an employee, director or officer of a credit union, a stabilization board or a federation or an employee of the Corporation;

(e)an auditor of a credit union, a stabilization board, a federation or the Corporation;

(f)a solicitor of a credit union, a stabilization board, a federation or the Corporation;

(g)a former employee of a credit union, a stabilization board, a federation or the Corporation unless at least 2 years have elapsed since the person last ceased to be such an employee; or

(h)a person who has a loan with a credit union that is more than 3 months in arrears.

229.1(3)Subsection (2) does not apply to a director referred to in paragraph 229(1)(a.1), (a.2) or (b).

2008, c.26, s.28.

230(1)The Minister shall appoint from among the directors appointed by the Minister under subsection 229(2), a chairperson of the board of directors of the Corporation.

230(2)The chairperson shall preside at all meetings of the Corporation.

230(3)In the absence of the chairperson, the directors present at a duly constituted meeting of the directors may elect from among themselves a person to preside at the meeting.

230(4)The directors may appoint a secretary and such other officers as they consider appropriate.

2008, c.26, s.29.

231A majority of the directors constitutes a quorum.

232All directors, including the chairperson, shall have a vote.

2008, c.26, s.30.

233While acting as a director of the Corporation, a director appointed under subsection 229(2) shall be paid such remuneration and shall be reimbursed for such expenses as the Corporation determines.

2008, c.26, s.31.

234The fiscal year of the Corporation ends on the thirty-first day of December of each year.

235The Corporation shall, within four months after the end of each fiscal year, submit to the Minister an annual report in relation to its operations in the preceding fiscal year, containing

(a)the financial statements of the Corporation,

(b)the report of the auditor, and

(c)such other information as the Minister may require.

“action” means an action under this Act;

“complainant” means

(a)a member of a credit union,

(b)a registered owner or beneficial owner, or former registered owner or beneficial owner, of a share of a credit union or federation,

(c)a director or an officer or a former director or officer of a credit union, a federation or stabilization board,

(d)a creditor of a credit union, federation or stabilization board,

(e)the Superintendent,

(h)a stabilization board, or

(i)any other person who, in the discretion of the Court, is a proper person to make an application under this Part.

237(1)Subject to subsection (2), a complainant may apply to the Court for leave to bring an action in the name and on behalf of a credit union, or for leave to intervene in an action to which the credit union is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the credit union.

237(2)A complainant who applies to the Court under subsection (1) shall give the Superintendent notice of the application and the Superintendent is entitled to appear and be heard in person or by counsel.

237(3)No action may be brought and no intervention in an action may be made under subsection (1) unless the Court is satisfied that

(a)the complainant has given reasonable notice to the directors of the credit union of the complainant’s intention to apply to the Court under subsection (1) if the directors of the credit union do not bring, diligently prosecute or defend or discontinue the action,

(b)the complainant is acting in good faith, and

(c)it appears to be in the interest of the credit union that the action be brought, prosecuted, defended or discontinued.

238In connection with an action brought or intervened in under section 237, the Court may at any time make any order it thinks fit including, without limiting the generality of the foregoing,

(a)an order authorizing the complainant or any other person to control the conduct of the action,

(b)an order giving directions for the conduct of the action,

(c)an order directing that any amount adjudged payable by the defendant in the action shall be paid, in whole or in part, directly to former and present members of the credit union,

(d)an order requiring the credit union to pay reasonable legal fees incurred by the complainant in connection with the action, and

(e)an order requiring the credit union to furnish to the complainant or to any other person all material or information relevant to the action including, without limiting the generality of the foregoing,

(iii)the name and address of each creditor of the credit union, including any creditor with unliquidated, future or contingent claims and any person with whom the credit union has a contract.

239(1)A complainant may apply to the Court for an order under this section.

239(2)If, on an application under subsection (1) in relation to any credit union, federation or stabilization board, the Court is satisfied that

(a)any act or omission of the credit union, federation or stabilization board effects a result,

(b)the business or affairs of a credit union, federation or stabilization board are or have been carried on or conducted in a manner, or

(c)the powers of the directors of a credit union, federation or stabilization board are or have been exercised in a manner,

that is unlawful or unfairly prejudicial or that unreasonably disregards the interests of any complainant, the Court may make an order to rectify the matters complained of.

239(3)In connection with an application under this section, the Court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing,

(a)an order restraining the conduct complained of,

(b)an order placing a credit union, federation or stabilization board under supervision in accordance with Part XV,

(c)an order placing a credit union under supervision in accordance with Part XV for the purposes of liquidation and dissolution,

(d)an order to regulate the affairs of a credit union, federation or stabilization board by amending its articles or by-laws,

(e)an order directing an issue or exchange of shares,

(f)in the case of a credit union or a federation, an order appointing directors in place of or in addition to all or any of the directors then in office,

(g)an order varying or setting aside a transaction or contract to which a credit union, federation or stabilization board is a party, and compensating the credit union, federation or stabilization board or any other party to the transaction or contract,

(h)an order directing rectification of the registers or other records of the credit union, federation or stabilization board in accordance with section 241,

(i)an order directing a federation to permit or accept the transfer of a credit union under section 242,

(j)an order requiring the trial of any issue, and

(k)an order compensating a complainant or any other person.

239(4)If an order made under this section directs an amendment of the articles or by-laws of a credit union or federation,

(a)in the case of an amendment to the articles, the directors shall immediately comply with subsection 141(4), and

(b)in the case of an amendment to the by-laws, the directors shall send immediately to the Superintendent the amended by-laws together with a certified copy of the Court order,

and no other amendment to the articles or by-laws shall be made without the consent of the Court, until the Court otherwise orders.

240(1)An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to a credit union or federation has been or may be approved by the members of it, but evidence of approval by the members may be taken into account by the Court in making an order under this Part.

240(2)An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the Court given on such terms as the Court thinks fit and, if the Court determines that the interest of any complainant may be substantially affected by the stay, discontinuance, settlement or dismissal, the Court may order any party to the application or action to give notice to that complainant.

240(3)A complainant is not required to give security for costs in an application made or an action brought or intervened in under this Part.

240(4)In an application made or an action brought or intervened in under this Part, the Court may at any time order the credit union, federation or stabilization board to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable for such interim costs on final disposition of the application or action.

241If the name of a person is alleged to be or to have been wrongly registered or retained in, or wrongly deleted or omitted from, the registers or other records of a credit union, federation or stabilization board, the credit union, federation, stabilization board or one of its members or any complainant may apply to the Court for an order that the registers or records be rectified.

242(1)Where a credit union, other than a credit union that is under supervision in accordance with Part XV, makes an application in accordance with the regulations, the Superintendent may, if satisfied that it does not materially prejudice the interests of the credit union, the federations and stabilization boards, permit a credit union to be transferred from one federation and the stabilization board established in relation to that federation to the other federation and the stabilization board established in relation to that federation.

242(2)Before permitting a credit union to be transferred from one federation and stabilization board to another, the Superintendent shall give at least fifteen days notice to both federations and stabilization boards for the purpose of allowing them to make representations to the Superintendent in relation to such application.

242(3)In permitting a transfer under subsection (1), the Superintendent may impose such terms and conditions on the credit union, the federations or the stabilization boards as the Superintendent considers appropriate to ensure that the interests of all affected parties are properly protected.

242(4)If the Superintendent permits or refuses to permit a transfer under subsection (1) or imposes terms and conditions under subsection (3), the credit union, a federation or a stabilization board may appeal the Superintendent’s decision to the Court.

242(5)An applicant under subsection (4) shall give the Superintendent notice of the application and the Superintendent is entitled to appear and be heard in person or by counsel.

2007, c.48, s.3.

242.1(1)The Superintendent may transfer a credit union that is under supervision in accordance with Part XV from one federation and the stabilization board established in relation to that federation to the other federation and the stabilization board established in relation to that federation if

(a)the Superintendent is of the opinion that the transfer is in the best interests of all the affected parties, and

(b)the federation to which the credit union is to be transferred agrees to the transfer.

242.1(2)The Superintendent shall give notice of the transfer to the credit union and to both federations and stabilization boards if the Superintendent transfers a credit union under subsection (1).

242.1(3)In transferring a credit union under subsection (1), the Superintendent may impose such terms and conditions on the credit union, the federations or the stabilization boards as the Superintendent considers appropriate to ensure that the interests of all affected parties are properly protected.

2007, c.48, s.4.

243On an application under section 241 or 242, the Court may make any order it thinks fit including, without limiting the generality of the foregoing,

(a)an order requiring the registers and records of the credit union, federation or stabilization board to be rectified,

(b)an order restraining the credit union or federation from calling or holding a meeting of members or declaring or paying a patronage refund or dividend on shares before rectification of the registers or records,

(c)an order determining the right of a party to the proceedings to have that party’s name entered or retained in, or deleted or omitted from the registers or records of the credit union, federation or stabilization board whether the issue arises between two or more members or alleged members, or between the credit union, federation or stabilization board and any member or alleged member,

(d)an order compensating a party who has incurred a loss by reason of the wrongful entry, retention, deletion or omission, and

(e)an order directing or prohibiting a transfer of a credit union to a federation and the stabilization board established in relation to the federation on such terms and conditions as the Court considers appropriate.

244If a credit union, federation or stabilization board, or any director, officer, member, employee, agent, auditor, trustee, or supervisor of any of them violates or does not comply with

(a)a provision of this Act or the regulations,

(b)the articles or by-laws of the credit union or federation, or

(c)an order of the Superintendent or stabilization board made under this Act,

any complainant may, in addition to any other remedy the complainant has, apply to the Court for an order directing such person to comply with, or restraining any such person from violating the provision, articles, by-laws or order and, on such application, the Court may so order and make any further order it thinks fit.

2008, c.26, s.32.

245The Superintendent may apply to the Court for directions in relation to any matter concerning the Superintendent’s duties and powers under this Act or the regulations and, on such application, the Court may give such directions and make any other order it thinks fit.

246(1)In this section and section 247, “decision”, where used in relation to the Superintendent, includes an order of the Superintendent.

246(2)A person may appeal a decision of the Minister or Superintendent to the Court within 30 days after the making of the decision.

246(3)An appeal from a decision of the Minister or Superintendent does not stay the operation of the decision unless a judge of the Court orders otherwise, but the Minister or Superintendent may suspend the operation of his or her decision until the Court has rendered its decision.

2008, c.26, s.33.

247An appeal under section 246 may be made on a question of law or fact or both and the Court, after hearing the appeal, may

(a)affirm or reverse the decision,

(b)direct the Minister or Superintendent to make any other decision that the Minister or Superintendent is authorized to make under this Act, or

(c)substitute its decision for that of the Minister or Superintendent.

2008, c.26, s.34.

247.1An application for judicial review does not stay the operation of any decision or order made under this Act or the regulations unless the judge hearing the application orders otherwise, but the person who made the decision or order may suspend its operation until the judge has rendered his or her decision.

2008, c.26, s.35.

248(1)A person who, in making a report, return, notice or other document required by this Act to be sent to the Superintendent or to any other person,

(a)knowingly makes an untrue statement of a material fact, or

(b)knowingly omits to state a material fact required in the report or necessary to make a statement contained in the report not misleading in the light of the circumstances in which it was made,

248(2)If the person who commits an offence under subsection (1) is a body corporate, then, whether or not the body corporate has been prosecuted or convicted, any director or officer of the body corporate who knowingly authorizes, permits or acquiesces in the offence commits an offence.

248(3)No person commits an offence under subsection (1) or (2) if the untrue statement or omission was unknown to that person and in the exercise of reasonable diligence could not have been known to that person.

249(1)A person who violates or fails to comply with a provision of this Act that is listed in Column I of Schedule A commits an offence.

249(2)For the purposes of Part II of the Provincial Offences Procedure Act, each offence listed in Column I of Schedule A is punishable as an offence of the category listed beside it in Column II of Schedule A.

249(3)A person who violates or fails to comply with a provision of the regulations commits an offence punishable under Part II of the Provincial Offences Procedure Act as a Category B offence.

250(1)Where a person is convicted of an offence under this Act or the regulations, the Court in which proceedings in relation to the offence are taken may, in addition to any punishment it may impose, order the person to comply with the provisions of the Act or the regulations for the violation of which that person has been convicted.

250(2)A prosecution for an offence under this Act or the regulations shall be instituted at any time within two years after the time when the subject matter of the complaint arose.

250(3)No civil remedy for an act or omission under this Act or the regulations is suspended or affected by reason only that the act or omission is an offence under this Act or the regulations.

251(1)Notwithstanding anything in this Part to the contrary, where an action could be brought against a person by a credit union or federation for any loss or damage suffered by or any accounting due to the credit union or federation by reason of the negligence of the person or the failure of the person to comply with this Act or the regulations, the articles or by-laws of the credit union or federation or any orders, directions or notices of the Superintendent or the stabilization board,

(a)if the action has not been brought, the Superintendent or, in the case of a credit union, the stabilization board of which the credit union is a member may, without leave, bring and maintain the action, or

(b)if the action has been brought, the Superintendent or, in the case of a credit union, the stabilization board of which the credit union is a member may apply to the Court to be added as a plaintiff and to be given the conduct of the action.

251(2)Any money recovered by the Superintendent or the stabilization board under subsection (1) shall be held for the benefit of the credit union or federation or, where a grant, loan or advance has been made by the stabilization board, shall be held for the benefit of the stabilization board.

252(1)Subject to section 252.1, a stabilization board shall make, or cause to be made, inspections and examinations in relation to the business and affairs of each of its member credit unions

(a)at least every eighteen months or at such shorter intervals as the stabilization board considers necessary or as the Superintendent may require, and

(b)at such other times as the stabilization board considers necessary or as the Superintendent may require.

252(2)A stabilization board may make such inquiries of its member credit unions as it considers necessary to determine whether the credit union is complying with this Act and the regulations or any order made by the stabilization board or the Superintendent.

2008, c.26, s.36.

252.1(1)Where a credit union has, for one year or more, been under the supervision of the stabilization board of which it is a member, the Superintendent shall cause a person qualified under subsection (2) to make an inspection or examination in relation to the business and affairs of the credit union

(a)within 18 months after the date the supervision commenced and within at least every 18 months after that date, or at such shorter intervals as the Superintendent may require, and

(b)at such other times as the Superintendent may require.

252.1(2)An individual or firm of accountants is qualified for the purposes of subsection (1) if

(a)in the case of an individual, the person is an accountant who

(b)in the case of a firm of accountants, the member of the firm designated by the firm to conduct the inspection or examination under subsection (1) on behalf of the firm is qualified in accordance with paragraph (a).

252.1(3)For the purposes of this section,

(a)independence is a question of fact, and

(b)a person shall be deemed not to be independent of the credit union if that person or that person’s business partner

252.1(4)A person is not disqualified under subsection (2) by reason only of the person’s membership in the credit union.

252.1(5)The costs of an inspection or examination made under subsection (1) shall be borne by the stabilization board of which the credit union is a member.

2008, c.26, s.37.

253The inspections and examinations referred to in subsection 252(1) or 252.1(1) shall be made for the purposes

(a)of determining whether the member credit union is complying with this Act and the regulations or any order made by the stabilization board or the Superintendent,

(b)of determining whether the member credit union is following sound business and financial policies and procedures, including its loan policies established in relation to its lending activities, and

(c)of assessing generally the financial condition of the credit union and, in particular, determining whether the stated value of the assets of the credit union fairly represents their realizable value.

2008, c.26, s.38.

254A person making an inspection or examination under subsection 252(1) or 252.1(1) or an inquiry under subsection 252(2) may

(a)enter, during normal business hours, the place of business of the credit union in relation to which the inspection, examination or inquiry is being made,

(b)examine and make copies of the books, registers, accounts, records and other documents relating to the activities of that credit union, and

(c)require the provision of any information or document in relation to the business and affairs of that credit union.

2008, c.26, s.39.

254.1(1)Within 30 days after an inspection or examination is made under subsection 252.1(1) or at such later time as may be authorized by the Superintendent, the person who made the inspection or examination shall prepare a report in relation to the inspection or examination and shall send a copy of the report to

(a)the directors of the credit union,

(b)the auditor of the credit union,

(c)the directors of the stabilization board and federation of which the credit union is a member, and

(d)the Superintendent.

254.1(2)The report referred to in subsection (1) shall, if the Superintendent directs, be presented to the members of the credit union at a meeting called for that purpose.

2008, c.26, s.40.

255(1)The stabilization board shall, within thirty days after an inspection or examination is made under subsection 252(1) or at such later time as may be authorized by the Superintendent, prepare a report in relation to the inspection or examination and shall send a copy of the report to

(a)the directors of the credit union,

(b)the auditor of the credit union,

(c)the directors of the federation of which the credit union is a member, and

(d)the Superintendent.

255(2)The report referred to in subsection (1) shall, if the Superintendent directs, be presented to the members of the credit union at a meeting called for that purpose.

256The directors of the credit union shall, within sixty days after receiving the report sent to them under subsection 255(1) or at such later time as may be authorized by the Superintendent, prepare a response to the report and shall send a copy of the response to

(a)the auditor of the credit union,

(b)the directors of the stabilization board that prepared the report,

(c)the directors of the federation of which the credit union is a member, and

(d)the Superintendent.

257The Superintendent

(a)shall review, or cause to be reviewed, all information provided to, and reports, responses and returns received by, the Superintendent in relation to credit unions, federations and stabilization boards,

(b)may, at any time the Superintendent considers necessary, make or cause to be made, inspections or examinations in relation to the business and affairs of a credit union,

(c)shall make, or cause to be made, annually or at such other intervals as the Superintendent considers necessary, inspections and examinations in relation to the business and affairs of each federation and stabilization board, and

(d)may make such inquiries of credit unions, federations and stabilization boards as the Superintendent considers necessary to determine whether a credit union, federation or stabilization board is complying with this Act and the regulations or any order made by the stabilization board, the Corporation or the Superintendent.

2008, c.26, s.41.

258The Superintendent or any other person making an inspection, examination or inquiry on behalf of the Superintendent under section 257 may

(a)enter, during normal business hours, the place of business of the credit union, federation or stabilization board in relation to which the inspection, examination or inquiry is being made,

(b)examine and make copies of the books, registers, accounts, records and other documents relating to the activities of that credit union, federation or stabilization board, and

(c)require the provision of any information or document in relation to the business and affairs of that credit union, federation or stabilization board.

259The Superintendent shall, within thirty days after an inspection or examination is made under paragraph 257(b) or as soon thereafter as is practicable, prepare a report in relation to the inspection or examination and shall send a copy of the report to

(a)the directors of the credit union,

(b)the auditor of the credit union,

(c)the directors of the federation of which the credit union is a member, and

(d)the directors of the stabilization board of which the credit union is a member.

260The report referred to in section 259 shall, if the Superintendent directs, be presented to the members of the credit union at a meeting called for that purpose.

261The directors of the credit union shall, within sixty days after receiving the report sent to it under section 259 or at such later time as may be authorized by the Superintendent, prepare a response to the report and shall send a copy of the response to

(a)the auditor of the credit union,

(b)the directors of the federation of which the credit union is a member,

(c)the directors of the stabilization board of which the credit union is a member, and

(d)the Superintendent.

262The costs of an inspection or examination made under paragraph 257(b) shall, if the Superintendent directs, be borne by the credit union in relation to which the inspection or examination was made.

263The Superintendent shall, within thirty days after an inspection or examination is made under paragraph 257(c) or as soon thereafter as is practicable, prepare a report in relation to the inspection or examination and shall send a copy of the report to the directors of the federation or of the stabilization board in relation to which the inspection or examination was made and to the auditor of the federation or stabilization board.

264The directors of the federation or of the stabilization board, as the case may be, shall, within sixty days after receiving the report sent to it under section 263 or at such later time as may be authorized by the Superintendent, prepare a response to the report and shall send a copy of the response to the Superintendent and to the auditor of the federation or stabilization board.

265(1)Where, in the opinion of the stabilization board, a member credit union

(a)is committing any act or pursuing any course of conduct

(b)is violating or is not complying with the operating standards established under Part V, or

(c)has failed to file a report or document required to be filed with the stabilization board or the Superintendent, or to provide information required to be provided to the stabilization board or the Superintendent,

the stabilization board may order the credit union

(d)to cease doing any act or to cease pursuing any course of conduct identified by the stabilization board, or

(e)to perform such acts, as in the opinion of the stabilization board, are necessary to remedy the situation,

within the time specified by the stabilization board.

265(2)Where, in the opinion of the stabilization board, the making of an order under paragraph (1)(d) or (e) is not sufficient to remedy the situation giving rise to the order, it may order the credit union to cease carrying on such business activities or exercising such powers as it considers necessary, for such period of time as it considers necessary.

265(3)The stabilization board shall give a credit union in respect of which an order is made under subsection (1) or (2) notice of the order, together with the reasons for it, and shall send a copy of the order and reasons to the auditor of the credit union, the directors of the federation of which the credit union is a member and the Superintendent.