CREDIT UNION ACT
Chapter C‑32
Table of Contents
Part 1
Interpretation and Application
1 Interpretation
2 Interpretation
respecting related parties
3 Application
generally
4 Application
respecting related parties
5 Generally
accepted accounting principles and auditing standards
Part 2
Administration
6 Administration
of Act
7 Continuance
and composition of Corporation
8 Corporation’s board and terms of office
9 Register
10 Registration
and effective date of certificates
11 Ministerial
or Corporation orders, directions and approvals
12 Form
of documents
13 Extension
of time
14 Circulation
and minuting of letters
15 Retention
of documents
16 Confidentiality
17 Service
on Minister
Part 3
Continuance, Incorporation and
Commencement of Business
Division 1
Continuance of Existing Credit Unions
18 Continuance
Division 2
Incorporation of New Credit Unions
19 Interpretation
and application
20 Entitlement
to incorporate
21 Application
for incorporation
22 Approval
or refusal of application
23 Incorporation
and registration of articles, etc.
Division 3
Commencement of Business
24 Requirements
for commencing business
25 Revocation
of certificate of incorporation
Part 4
Organization and Structure
Essential Features of
a Credit Union
26 Purposes
and mode of operation
Amendment and
Restatement of Articles
27 Amendment
or replacement of articles
28 Amendment
of articles reflecting change in bond
29 Articles
and certificate of amendment
30 Restatement
of articles
Names
31 Name
of credit union
32 Change
of name
33 Use
of name
Addresses, Service and
Records
34 Registered
office and addresses
35 Service
on credit union
36 Record‑keeping
37 Examination
of documents
38 Form
of documents
Seal, Fiscal Year and
Annual Return
39 Seal
40 Fiscal
year
41 Annual
return
Corporate Incidents
42 Capacity
and powers
43 Absence
of constructive notice
44 Reliance
by persons dealing with credit union
45 Bylaws
General Business
Restrictions
46 Restrictions
on business activities
47 Disposal
and acquisition of assets
48 Branches
and automated banking machines
48.1 Member and customer complaints process
General Related Party
Provisions
49 Related
party and associated transactions generally
49.1 Personal information
50 Disclosure
and use of confidential information by related parties
51 General
exceptions to related party provision prohibitions
52 Related
party exemptions by Corporation
53 Professional
advisors and related party transactions
54 Related
party transaction procedures
Part 5
General Meetings and Membership
Division 1
General Meetings
55 Annual
general meetings
56 Special
general meetings
57 Regionalization
of meetings
58 Notice
of general meetings
59 Quorum
60 Voting
at general meetings
60.1 Participation in general meetings involving non‑physical
presence
Division 2
Membership
61 Qualifications
and restrictions
62 Service
of notices and documents on members
Part 6
Directors, Officers, Employees and Committees
Division 1
Constitutional Affairs
63 Number
of directors
64 Election
and appointment of directors
65 Qualifications
of directors
66 Board
meetings
67 Duties
of board
68 Validity
of acts
69 Notice
of change of directors
70 Service
of notices and documents on directors
71 Remuneration
of directors and non‑employee officers
Division 2
Duties and Liabilities of Directors, Officers and Employees
72 Application
73 Duty
of care of directors and officers
74 Liability
of directors
75 Liability
of directors for delegated share acquisitions
76 Reporting
by directors and officers to Minister
77 Disclosure
of related party and similar transactions
78 Dissent
79 Indemnification
Division 3
Committees
80 Appointment,
composition and meetings of committees
81 Functions
of finance committee
82 General
committee provisions
Part 7
Financial Disclosure, Audit and Examination
Division 1
Financial Disclosure
83 Provision
of financial statements, etc., to annual general meeting
84 Issue
and publication of financial statements
85 Reporting
to Minister and Corporation
Division 2
Audit
86 Application
87 Functions
of the audit committee
88 Auditor
89 Appointment
and termination of office of auditor
90 Auditor’s rights re meetings
91 Audit
for fiscal year
92 Release
of information for audit
93 Audit
and management letter details
94 Reporting
of discrepancies
Division 3
Examination, Special Examination and Review
95 Examination
of credit unions and subsidiaries by Minister
96 Special
examination
97 Financial
review by Corporation
98 Powers
for examination or review purposes
Part 8
Investments
Division 1
Land
99 Acquisition,
holding and disposal of land
Division 2
Non‑liquidity Investments
100 Investments
in securities
101 Prudent
investment standards
102 Prohibited
investments
103 Investment
transactions with related parties generally
104 Investment
in subsidiaries
105 Investment
in affiliates and other non‑subsidiary corporations
Division 3
Liquidity Investments
106 Borrowing
in case of liquidity shortfall
Part 9
Equity and Deposits
Division 1
Equity
107 Common
shares
108 Other
share provisions
109 Adequacy
of capital
110 Transfer
of common shares
111 Redemption
of common shares
112 Retained
earnings and patronage rebates
Division 2
Deposit and Common Share Accounts and Shareholdings
113 Acceptance
of deposits from individuals
114 Minor
members’ deposits and shareholdings
115 Deposits
from related parties and on preferential basis
116 Repayment
of deposit and share redemption on death
117 Treatment
of larger unclaimed balances by credit unions
118 Treatment
of small unclaimed balances by credit unions
119 Transfer
to Corporation prior to dissolution
120 Treatment
of unclaimed balances by Corporation
121 Restrictions
on methods of withdrawal
122 Responsibility
as to trust money
123 Participatory
savings accounts
124 Advertising
of deposits, etc.
Part 10
Borrowings
125 Requirement
for resolution
126 Supervision
in event of heavy borrowings
127 Terms
of borrowing
Part 11
Loans and Guarantees
128 Interpretation
and application
129 Prudent
lending standards
130 Loan
maximums
131 Special
loans by credit unions
132 Loans
to and guarantees for individuals
133 Loans
and guarantees to related parties, employees, etc. generally
134 Reporting
of loans to directors
135 Interest
on loans
136 Acquisition
of existing loans
137 Lien
and set‑off
Part 12
The Credit Union Deposit Guarantee Corporation
138 Interpretation
139 Head
office, addresses and service
140 Use
of name, seal and corporate incidents
141 Board,
chair and vice‑chair
142 Duties
and liabilities of Corporation directors, officers, etc.
143 Corporation’s committees and special loans committees
144 Corporation’s purposes and business activities
145 Financial
assistance by Government to Corporation
146 Prudent
investment standards for Corporation
147 Corporation’s subsidiaries
148 Periodic
assessments
149 Special
assessments
150 Prescribed
assessments
151 Assessments
generally
152 Guarantee
of deposits
153 Corporation’s fiscal year
154 Corporation’s accounting, audit and reporting
155 Liquidation,
dissolution and dividends
Part 13
Credit Union Central Alberta Limited
156 Continuance
of Central
157 Composition
of Central
158 Central’s purposes
159 Corporation’s role re Central
160 Name,
addresses, service, records, seal, annual return and corporate incidents
161 Central’s bylaws
162 General
meetings and service of notices, etc.
163 Board
and directors
164 Central
directors, officers, employees and committees
165 Restriction
on business activities
166 Financial
disclosure, accounting and audit
167 Examination,
special audit and review
168 Central’s investments
169 Central’s subsidiaries
170 Central’s shares
171 Acceptance
of deposits and borrowings
172 Loans
and guarantees by Central
173 Supervision
of Central
174 Administration
of Central
175 Responsibility
as to trust money
Part 13.1
Amalgamation and Continuance Under
the Federal Act
175.1 Amalgamation involving Central
175.2 Continuance of credit unions under federal Act
175.3 Requirements for federal Act
Part 14
Financial Unsoundness
176 Interpretation
177 Declaration
of supervision by Minister or Corporation
178 Functions,
duties and powers of supervisor
179 Duties
and liabilities of credit union under supervision
180 Administration
of credit union
181 Duties,
functions and powers of administrator
Part 15
Amalgamations and Arrangements
Division 1
Amalgamations
182 Voluntary
amalgamation
183 Amalgamation
agreement under voluntary amalgamation
184 Articles
of amalgamation
185 Compulsory
amalgamation
186 Certificate
and effect of amalgamation
Division 2
Arrangements
187 Arrangements
for credit union’s assets, etc. to be acquired by another
188 Certificate
of approval
189 Register
Part 16
Dissolution and Liquidation and Dissolution
190 Interpretation
and application
191 Voluntary
dissolution or liquidation and dissolution
192 Court
supervision of voluntary liquidation and dissolution
193 Involuntary
dissolution
194 Dissolution
on cancellation of incorporation
195 Dissolution
or liquidation and dissolution by Court order
196 Powers
of the Court
197 Effect
of order or appointment
198 Notice
of appointment and liquidation
199 Duties
of liquidator
200 Powers
of liquidator
201 Limitation
on liability
202 Costs
of liquidation
203 Distribution
of property
204 Ranking
of claims
205 Final
accounts and end of liquidation
206 Dissolution
and effect of dissolution
207 Revival
Part 17
Representations, Reviews and Appeals
208 Definitions
209 Opportunity
to make representations in advance
210 Representations
in respect of supervisor’s action
211 Rights
with respect to review
212 Request
for review of decision
213 Appeal
without review
214 Appeal
to the Court
215 Exceptions
to right to appeal to Court
216 Stay
Part 18
Enforcement
217 Demand
for information
218 Cease
and desist orders
219 Injunction
220 Remedies
for contravention of related party provisions
221 General
offence provisions
222 Specific
offences by bodies corporate and subsidiaries
223 Offences
by persons generally
224 Penalties
225 Civil
enforcement of certain penalties and interest
226 Limitation
period
227 Order
to comply
Part 19
Miscellaneous
228 Extra‑provincial
institutions
229 Valuation
of property
230 Lieutenant
Governor in Council regulations
231 Ministerial
regulations
232 Regulations
‑ treatment of subject‑matter
Transitional
233 Supervision,
administration, liquidation and dissolution
234 Agreements
HER MAJESTY, by and with
the advice and consent of the Legislative Assembly of Alberta, enacts as
follows:
Part 1
Interpretation and Application
Interpretation
1(1) In this Act,
(a) “affairs”
means matters of internal concern to a corporation, including the relationships
among the corporation and its members, directors, officers, employees,
committees and subsidiaries, or any of them, and matters relating to related
party transactions, but does not include any business, other than as
aforementioned, carried on by the corporation with any of those other persons;
(b) “affiliate”
means an affiliate, if any, of a credit union or Central within the meaning of
section 2(6);
(c) “articles”
means a credit union’s articles of continuance, incorporation or amalgamation,
whether in their original or restated form and whether amended or not, and
includes articles of amendment, dissolution and revival;
(d) “at
fair market rate”, subject to section 49(6), means
(i) in respect of the acquisition or disposition of property,
including a lease or rental of property, and subject to regulations made with
respect to the valuation of property, at the most probable price in terms of
money that the property should bring in a competitive and open market under all
conditions requisite to a fair sale or let and assuming that the price is not affected
by undue stimuli, with both seller and buyer acting prudently and
knowledgeably,
(ii) subject to subclause (iii), in respect of the acquisition or
provision of services, at a consideration that might reasonably be expected to
be obtained or given for the services in question in an arm’s length
transaction in an open market between willing parties to a transaction of that
nature and on terms that, having regard to open market conditions, are
competitive and not unreasonable, and
(iii) in respect of the provision of services that are provided
generally to customers of the corporation in question, at the rate and on terms
that are offered in respect of those services to customers generally in the
ordinary course of that corporation’s business;
(e) “audit
committee”, subject to section 80, means the audit committee or the audit and
finance committee of a body corporate;
(f) “auditor”
means the external auditor of a corporation and includes any individual who is
responsible for conducting an external audit of the corporation’s financial
statements on behalf of its external auditor;
(g) “board”
means the directors of the corporation in question;
(h) “body
corporate” means a credit union, the Corporation or Central or all or any of
them, as the case may be;
(i) “bond
of association” means the community of interests, if any, between members or
proposed members of a credit union deriving from
(i) a common occupation, employer, association, religious affiliation
or membership of an organization, that exists generally in Alberta or in a
particular area of Alberta,
(ii) residence in a particular area of Alberta, other than wholly or
predominantly in a city, town, village, summer village or municipal district
with a population of more than 5000, or
(iii) any other similar relationship, other than one arising generally
from residence in Alberta;
(j) “borrow”
does not include the taking of deposits;
(k) “Central”
means the Credit Union Central Alberta Limited continued by section 156
provided it has no federal continuance or, where circumstances warrant, the
entity prescribed in relation to section 175.1(4)(c)(i);
(l) “committee”
means the audit, finance or cre
