FINANCE STATUTES AMENDMENT ACT, 2011 (First Reading)

BILL
NUMBER

TITLE

DATE
INTRODUCED

FINANCE STATUTES AMENDMENT ACT, 2011
(First Reading)

Nov. 3/11

Commencement:

149

The provisions of this Act referred to in column 1 of the following table come into force as set out in column 2 of the table:

Item	Column 1 Provisions of Act	Column 2 Commencement
1	Anything not elsewhere covered by this table	The date of Royal Assent
2	Sections 1 to 62	By regulation of the Lieutenant Governor in Council
3	Sections 64 to 118	By regulation of the Lieutenant Governor in Council
4	Sections 120 to 122	By regulation of the Lieutenant Governor in Council
5	Sections 135 to 141	By regulation of the Lieutenant Governor in Council
6	Sections 143 to 146	By regulation of the Lieutenant Governor in Council
7	Section 148	By regulation of the Lieutenant Governor in Council

Explanatory Notes

SECTION 1: [Business Corporations Act, section 1] amends, adds and replaces definitions in order to accommodate full applications of the Business Corporations Act to insurance companies and trust companies.

SECTION 2: [Business Corporations Act, section 3] provides when the Business Corporations Act concept of recognition applies to insurance companies and trust companies incorporated before the coming into force of this Act.

SECTION 3: [Business Corporations Act, section 4] allows the Lieutenant Governor in Council to prescribe certain special Act corporations to which will apply the Business Corporations Act provisions specified in this provision, and removes a reference to the Company Act continuing to apply to special Act corporations.

SECTION 4: [Business Corporations Act, section 29] allows the superintendent to notify the registrar of the superintendent's disapproval of the name of a trust company or an insurance company so that the registrar can require the company to change its name.

SECTION 5: [Business Corporations Act, section 42] requires a financial institution to keep at its records office orders made by the superintendent or the commission unless an order otherwise provides.

SECTION 6: [Business Corporations Act, section 44] applies to financial institutions this provision respecting maintenance of corporate records.

SECTION 7: [Business Corporations Act, section 46] applies to financial institutions this provision respecting inspection of corporate records.

SECTION 8: [Business Corporations Act, section 124] provides that before a court orders that an individual who has been convicted of an offence may become a director of a financial institution, the superintendent must be given notice of that application.

SECTION 9: [Business Corporations Act, section 194] applies to financial institutions this provision respecting registers of members and registers of debentureholders.

SECTION 10: [Business Corporations Act, section 210] applies to financial institutions this provision respecting changes of auditors.

SECTION 11: [Business Corporations Act, section 223] applies to financial institutions Division 5 of Part 7 of the Business Corporations Act respecting audit committees.

SECTION 12: [Business Corporations Act, section 324] applies to financial institutions this provision respecting court ordered liquidations and dissolutions.

SECTION 13: [Business Corporations Act, section 407] applies the filing provisions of the Business Corporations Act to other enactments.

SECTION 14: [Business Corporations Act, section 419] allows the registrar to issue records relating to any register maintained by the registrar and provides that if the registrar issues a certified copy of any record filed with the registrar, that copy is admissible in evidence to the same extent as the original record.

SECTION 15: [Business Corporations Act, section 433] provides that the Lieutenant Governor in Council may prescribe provisions of the Statutory Reporting Company Provisions so that those prescribed provisions do not apply to pre-existing trust companies and pre-existing insurance companies.

SECTION 16: [Business Corporations Act, section 438] provides that for pre-existing trust companies and pre-existing insurance companies to which this provision applies, their articles need only be amended under this provision to include those of the Statutory Reporting Company Provisions that apply to them.

SECTION 17: [Business Corporations Act, section 442.1] provides that the Lieutenant Governor in Council may prescribe provisions of the Pre-existing Company Provisions so that those prescribed provisions do not apply to pre-existing trust companies and pre-existing insurance companies.

SECTION 18: [Credit Union Incorporation Act, Part 1 heading] amends the heading to Part 1 to reflect amendments made by this Bill to section 1 of the Act.

SECTION 19: [Credit Union Incorporation Act, section 1] amends, adds, repeals and replaces definitions in order to remove references to the Company Act and to harmonize the definitions with the importation into the Act of the provisions of the Company Act that, before this Bill, applied to the Act by reference.

SECTION 20: [Credit Union Incorporation Act, sections 2 to 2.2 and 3 to 5] repeals and replaces provisions that applied Company Act provisions to the Act and adds to the Act comparable provisions to some of those Company Act provisions.

SECTION 21: [Credit Union Incorporation Act, section 6] imports into the Act a requirement from the Company Act to sign the constitution, which requirement had been applied to the Act by provisions repealed by this Bill.

SECTION 22: [Credit Union Incorporation Act, section 7] imports into the Act a requirement from the Company Act to sign the rules, which requirement had been applied to the Act by provisions repealed by this Bill.

SECTION 23: [Credit Union Incorporation Act, section 8] harmonizes language within the Act respecting filing.

SECTION 24: [Credit Union Incorporation Act, section 8.1] imports into the Act a provision from the Company Act respecting the effect of incorporation, which provision had been applied to the Act by provisions repealed by this Bill.

SECTION 25: [Credit Union Incorporation Act, section 9] harmonizes language within the Act respecting filing and allows publication of various records to be in a prescribed manner.

SECTION 26: [Credit Union Incorporation Act, section 9.1] imports into the Act a provision from the Company Act respecting the effect of the constitution and rules, which provision had been applied to the Act by provisions repealed by this Bill.

SECTION 27: [Credit Union Incorporation Act, section 11] changes the references to subscriber to references to applicant, and harmonizes language within the Act respecting filing.

SECTION 28: [Credit Union Incorporation Act, sections 12 to 12.2] modernizes the language of the provision respecting capacity to parallel the language used in the Business Corporations Act, harmonizes language within the Act respecting filing, expressly applies to credit unions the Business Corporations Act provision on restricted businesses and powers, and imports into the Act a provision from the Company Act respecting the court's ability to constrain non-compliance, which provision had been applied to the Act by provisions repealed by this Bill.

SECTION 29: [Credit Union Incorporation Act, section 13.1] imports into the Act a provision from the Company Act respecting the inability of a credit union to carry on business without members, which provision had been applied to the Act by provisions repealed by this Bill.

SECTION 30: [Credit Union Incorporation Act, section 14] requires that a credit union's name be reserved under section 14.1 as enacted by this Bill.

SECTION 31: [Credit Union Incorporation Act, sections 14.1 and 14.2] adopts for credit unions the corporate name reservation process of the Business Corporations Act.

SECTION 32: [Credit Union Incorporation Act, section 15] repeals a provision requiring consent in relation to a Company Act procedure.

SECTION 33: [Credit Union Incorporation Act, sections 16 and 20] clarifies that each shareholder has, in a class vote in respect of an asset transfer agreement or an amalgamation agreement, one vote for each equity share of that class held by that shareholder.

SECTION 34: [Credit Union Incorporation Act, sections 16 and 20] harmonizes language within the Act respecting filing.

SECTION 35: [Credit Union Incorporation Act, sections 16 and 20] allows publication of various records to be in a prescribed manner and harmonizes language within the Act respecting notice.

SECTION 36: [Credit Union Incorporation Act, Division 3 of Part 2] repeals a Division rendered unnecessary by the enactment by this Bill of Part 2.1 of the Act.

SECTION 37: [Credit Union Incorporation Act, Parts 2.1 to 2.4] imports into the Act the dissolution, governance, audit and charter alteration provisions that were contained in the Company Act, before the application of the Company Act was removed by this Bill, or their Business Corporations Act equivalents.

SECTION 38: [Credit Union Incorporation Act, sections 55.1 to 55.5] imports into the Act share provisions that were contained in the Company Act, before the application of the Company Act was removed by this Bill, or their Business Corporations Act equivalents.

SECTION 39: [Credit Union Incorporation Act, section 58] clarifies that each shareholder has, in a class vote in respect of any rights or special rights of shares, one vote for each equity share of that class held by that shareholder.

SECTION 40: [Credit Union Incorporation Act, section 59] clarifies that the provision relates to equity shares.

SECTION 41: [Credit Union Incorporation Act, sections 61.1 to 61.7] imports into the Act share certificate provisions that were contained in the Company Act, before the application of the Company Act was removed by this Bill, or their Business Corporations Act equivalents.

SECTION 42: [Credit Union Incorporation Act, section 64] expressly disapplies the Securities Transfer Act to membership shares, provides that all membership shares are transferable and provides that a transfer of a membership share is effective only on registration.

SECTION 43: [Credit Union Incorporation Act, sections 74.1 and 75.1] imports into the Act Company Act financial reporting requirements and minute-taking requirements.

SECTION 44: [Credit Union Incorporation Act, section 78] harmonizes the language of section 78 of the Act with the language of section 2.2 of the Act as enacted by this Bill.

SECTION 45: [Credit Union Incorporation Act, section 80] deems all references in constitutions or rules of credit unions to extraordinary resolutions to be references to special resolutions.

SECTION 46: [Credit Union Incorporation Act, sections 82.1 to 82.3] imports into the Act contract, document and insider provisions that were contained in the Company Act, before the application of the Company Act was removed by this Bill, or their Business Corporations Act equivalents.

SECTION 47: [Credit Union Incorporation Act, sections 82.4 to 82.7] imports into the Act debenture provisions that were contained in the Company Act, before the application of the Company Act was removed by this Bill, or their Business Corporations Act equivalents.

SECTION 48: [Credit Union Incorporation Act, Part 5, Division 1 heading] adds a Division heading for ease of reading.

SECTION 49: [Credit Union Incorporation Act, section 83] changes a reference to a Company Act provision to a reference to a comparable Credit Union Incorporation Act provision.

SECTION 50: [Credit Union Incorporation Act, sections 84.1 to 84.26] imports into the Act director provisions that were contained in the Company Act, before the application of the Company Act was removed by this Bill, or their Business Corporations Act equivalents.

SECTION 51: [Credit Union Incorporation Act, sections 84.3 to 84.33] imports into the Act officer provisions that were contained in the Company Act, before the application of the Company Act was removed by this Bill, or their Business Corporations Act equivalents.

SECTION 52: [Credit Union Incorporation Act, sections 84.4 to 84.43] imports into the Act court proceedings provisions that were contained in the Company Act, before the application of the Company Act was removed by this Bill, or their Business Corporations Act equivalents.

SECTION 53: [Credit Union Incorporation Act, section 93] removes a cross reference that has been rendered incorrect by the repeal by this Bill of the referenced provision.

SECTION 54: [Credit Union Incorporation Act, section 101] imports into the Act offence provisions that were contained in the Company Act, before the application of the Company Act was removed by this Bill, or their Business Corporations Act equivalents, and removes references to the Company Act from the offence provisions.

SECTION 55: [Credit Union Incorporation Act, section 102] provides penalties for the new offences added by this Bill.

SECTION 56: [Credit Union Incorporation Act, section 104] removes a reference to the Company Act.

SECTION 57: [Credit Union Incorporation Act, section 105] removes references to the Company Act.

SECTION 58: [Credit Union Incorporation Act, section 106] provides that if a provision of the Company Act made a transaction illegal, void or unenforceable, that does not extinguish the rights of another party to the transaction who acted in good faith in that transaction.

SECTION 59: [Credit Union Incorporation Act, section 107] provides that the court may make orders in response to a breach of the Credit Union Incorporation Act or the Company Act, as it used to apply, and removes a reference to the Company Act.

SECTION 60: [Credit Union Incorporation Act, section 107.1] imports into the Act a provision respecting the duty to make returns, which provision was contained in the Company Act before the application of the Company Act was removed by this Bill.

SECTION 61: [Credit Union Incorporation Act, sections 107.2 to 107.4] imports into the Act administration provisions that were contained in the Company Act before the application of the Company Act was removed by this Bill.

SECTION 62: [Credit Union Incorporation Act, section 108] removes references to the Company Act in relation to the Lieutenant Governor in Council's ability to prescribe forms, fees in relation to administration and defined terms.

SECTION 63: [Financial Administration Act, section 47] authorizes the Minister of Finance to exempt classes of persons from directives made under the section and to impose different fees or charges for different classes of persons.

SECTION 64: [Financial Institutions Act, section 1] amends, adds, repeals and replaces definitions in order to remove references to the Company Act and to harmonize the definitions with the movement into the Act of the provisions of the Company Act that, before this Bill, applied to the Act by reference and with the application of the Business Corporations Act to trust companies and insurance companies and the application of the Credit Union Incorporation Act to credit unions.

SECTION 65: [Financial Institutions Act, sections 2 to 7, 9 and 10] repeals and replaces provisions that applied Company Act provisions to the Act and applies specified provisions of the Business Corporations Act to trust companies or insurance companies and specified provisions of the Business Corporations Act to special Act insurance companies.

SECTION 66: [Financial Institutions Act, section 11] is consequential to the repeal by this Bill of section 4 of the Act.

SECTION 67: [Financial Institutions Act, Divisions 1 and 2 of Part 2] replaces Divisions dealing with incorporation of, changes to and dissolution of trust companies and insurance companies that drew on Company Act practice and procedures, and replaces them with Divisions relating to those matters that draw on the Business Corporations Act's practice and procedures.

SECTION 68: [Financial Institutions Act, section 48] changes a reference to a Company Act provision to a reference to a comparable Business Corporations Act provision.

SECTION 69: [Financial Institutions Act, section 61] is consequential to the repeal and replacement of Divisions 1 and 2 of Part 2 of the Act by this Bill.

SECTION 70: [Financial Institutions Act, section 65] is consequential to the repeal and replacement of Divisions 1 and 2 of Part 2 of the Act by this Bill.

SECTION 71: [Financial Institutions Act, section 97] harmonizes a cross reference with an amendment to the Act by this Bill and adds to the Act provisions from the Company Act that had previously been applied to the Act.

SECTION 72: [Financial Institutions Act, section 98] repeals a provision rendered unnecessary by the application of the Business Corporations Act to financial institutions.

SECTION 73: [Financial Institutions Act, section 98.1] amalgamates and replaces provisions removed by the repeal of Divisions 1 and 2 of Part 2 of the Act by this Bill.

SECTION 74: [Financial Institutions Act, section 99] changes references to Company Act provisions to references to comparable provisions of the Act, the Business Corporations Act and the Credit Union Incorporation Act.

SECTION 75: [Financial Institutions Act, section 100] changes a reference to a Company Act provision to a comparable Credit Union Incorporation Act provision.

SECTION 76: [Financial Institutions Act, section 101] imports into the Act Company Act behavioural requirements applicable to officers that applied to the Act before the application of the Company Act was removed by this Bill, and applies those behavioural requirements to directors.

SECTION 77: [Financial Institutions Act, section 101.1] changes references to Company Act provisions to comparable Business Corporations Act provisions.

SECTION 78: [Financial Institutions Act, section 111] makes the reference to a financial statement plural.

SECTION 79: [Financial Institutions Act, section 113] replaces a reference to Company Act qualification requirements for auditors with Business Corporations Act and Credit Union Incorporation Act qualification requirements.

SECTION 80: [Financial Institutions Act, section 114] changes references to Company Act auditor disqualification provisions to references to comparable Business Corporations Act and Credit Union Incorporation Act provisions.

SECTION 81: [Financial Institutions Act, section 115] harmonizes the audit committee provisions of the Act so that they supplement the applicable Business Corporations Act provisions and changes references to the Company Act to references to the Business Corporations Act.

SECTION 82: [Financial Institutions Act, section 115] requires the audit committee of an insurance company to meet with the actuary.

SECTION 83: [Financial Institutions Act, section 117] changes references to Company Act auditor appointment and removal provisions to references to comparable Business Corporations Act and Credit Union Incorporation Act provisions.

SECTION 84: [Financial Institutions Act, section 118] harmonizes the language of this provision with the pluralization of financial statement made earlier in this Bill, and changes a reference to a Company Act auditor certification board provision to a reference to a comparable Business Corporations Act provision.

SECTION 85: [Financial Institutions Act, section 121] harmonizes the financial statement amendment provisions of the Act so that they supplement the applicable Business Corporations Act provisions, and changes references to the Company Act to references to the Business Corporations Act.

SECTION 86: [Financial Institutions Act, section 121] requires the auditor of an insurance company to deliver to the company's actuary, in writing, the amended report referred to in section 216 (5) (a) (ii) of the Business Corporations Act.

SECTION 87: [Financial Institutions Act, section 122] repeals a provision respecting access to information rendered unnecessary by the application of the Business Corporations Act to financial institutions.

SECTION 88: [Financial Institutions Act, section 123] changes a reference to the Company Act to references to the Business Corporations Act and the Credit Union Incorporation Act.

SECTION 89: [Financial Institutions Act, section 124] changes a reference to a Company Act auditor remuneration provision to references to comparable Business Corporations Act and Credit Union Incorporation Act provisions.

SECTION 90: [Financial Institutions Act, section 127] removes a reference to the Company Act rendered unnecessary by the application of the Business Corporations Act to trust companies and insurance companies, and changes a reference to a Company Act financial records filing provision to a reference to comparable Business Corporations Act and Credit Union Incorporation Act provisions.

SECTION 91: [Financial Institutions Act, section 128] removes the application of Company Act definitions, changes a reference to a Company Act financial statements distribution provision to a reference to a comparable Credit Union Incorporation Act provision, harmonizes the language of this provision with the pluralization of financial statement made earlier in this Bill, and imports from the Company Act a provision relating to the qualification of auditor reports.

SECTION 92: [Financial Institutions Act, section 130] harmonizes the language of this provision with the pluralization of financial statement made earlier in this Bill.

SECTION 93: [Financial Institutions Act, sections 142] is consequential to the repeal and replacement by this Bill of Divisions 1 and 2 of Part 2 of the Act.

SECTION 94: [Financial Institutions Act, sections 143.1 to 143.3] imports from the Company Act financial assistance provisions that had been applied to the Act.

SECTION 95: [Financial Institutions Act, section 151] changes references to Company Act provisions to references to comparable Business Corporations Act and Credit Union Incorporation Act provisions, and clarifies that the commission's rights under the provision relate to derivative actions and not to the whole of Part 7 of the Act.

SECTION 96: [Financial Institutions Act, section 152] changes references to Company Act derivative action provisions to references to comparable Business Corporations Act and Credit Union Incorporation Act provisions.

SECTION 97: [Financial Institutions Act, section 158] replaces a cross reference rendered incorrect by the repeal and replacement by this Bill of Divisions 1 and 2 of Part 2 of the Act.

SECTION 98: [Financial Institutions Act, section 159] is consequential to the repeal and replacement by this Bill of Divisions 1 and 2 of Part 2 of the Act.

SECTION 99: [Financial Institutions Act, section 189] removes references to sections of the Act repealed by this Bill, continues the disapplication of the Business Corporations Act to mutual fire insurance companies, and substitutes a reference to section numbers rather than a reference to a Division.

SECTION 100: [Financial Institutions Act, section 192] provides that the special Act corporation provision of the Business Corporations Act does not apply to a society with a business authorization, and substitutes a reference to section numbers rather than a reference to a Division.

SECTION 101: [Financial Institutions Act, section 201] is consequential to the repeal and replacement by this Bill of Divisions 1 and 2 of Part 2 of the Act, and clarifies the Acts that apply to various sections referred to in the provision.

SECTION 102: [Financial Institutions Act, section 207] removes a reference to the Company Act.

SECTION 103: [Financial Institutions Act, section 235] is consequential to the repeal and replacement by this Bill of Divisions 1 and 2 of Part 2 of the Act, and adds a requirement that the consent or the refusal of a consent of the superintendent under section 10.1 (2) (a) or 12 (3) of the Act must be in writing.

SECTION 104: [Financial Institutions Act, section 237] is consequential to the repeal and replacement by this Bill of Divisions 1 and 2 of Part 2 of the Act.

SECTION 105: [Financial Institutions Act, section 244] removes reference to the Company Act, adds a reference to the Credit Union Incorporation Act and clarifies that the commission's power to make cease or remedy orders arises only in relation to applicable provisions of the Business Corporations Act or the Credit Union Incorporation Act.

SECTION 106: [Financial Institutions Act, section 245] adds a power of the commission to order assets be held for persons appointed under the Credit Union Incorporation Act.

SECTION 107: [Financial Institutions Act, section 247] harmonizes the language of this provision with the pluralization of financial statement made earlier in this Bill.

SECTION 108: [Financial Institutions Act, section 250] allows publication of the revocation of a business authorization to be in a prescribed manner.

SECTION 109: [Financial Institutions Act, section 252] removes a cross reference to a provision repealed by this Bill, and removes references to offences arising from contraventions of the Company Act.

SECTION 110: [Financial Institutions Act, section 253] harmonizes the language with the amendment by this Bill to section 252 of the Act.

SECTION 111: [Financial Institutions Act, section 255] removes a reference to the Company Act.

SECTION 112: [Financial Institutions Act, section 256] removes references to offences under the Company Act and the Business Corporations Act.

SECTION 113: [Financial Institutions Act, section 258] changes a reference to Company Act provisions to a reference to comparable Business Corporations Act provisions, and provides that if a provision of the Company Act made a transaction illegal, void or unenforceable, that does not extinguish the rights to the transaction of another party who acted in good faith in that transaction.

SECTION 114: [Financial Institutions Act, section 259] provides that the court may make orders in response to a breach of the Business Corporations Act or the Company Act as it used to apply, includes a reference to notices of articles that now apply to financial institutions, and changes a reference to the Company Act to a reference to the Business Corporations Act.

SECTION 115: [Financial Institutions Act, section 273] removes references to the Company Act and provides that section 102 of the Business Corporations Act applies to the deposit insurance corporation.

SECTION 116: [Financial Institutions Act, section 289] removes references to the Company Act in relation to the Lieutenant Governor in Council's ability to prescribe forms, is consequential to the repeal and replacement by this Bill of Divisions 1 and 2 of Part 2 of the Act, removes references to the Company Act, recognizes the application of the Business Corporations Act to insurance companies and trust companies and the application of the Credit Union Incorporation Act to credit unions, and allows regulations to be made to disapply provisions of the Credit Union Incorporation Act to persons or transactions.

SECTION 117: [Finance Statutes Amendment Act, 2010, section 9] changes a reference to Company Act provisions to a reference to comparable Business Corporations Act provisions, and limits the references to exclude credit unions.

SECTION 118: [Finance Statutes Amendment Act, 2010, section 10] repeals a provision rendered unnecessary by the repeal and replacement by this Bill of section 121 of the Act.

SECTION 119: [Securities Act, section 4.1] excludes work materials produced in the course of a hearing from requirements of the Freedom of Information and Protection of Privacy Act.

SECTION 120: [Securities Act, section 15.1] allows for flexibility in establishing procedures to be followed and matters to be considered in paying out claims to victims.

SECTION 121: [Securities Act, section 25] requires clearing agencies to obtain the approval of the commission before operating in British Columbia.

SECTION 122: [Securities Act, section 27] is consequential to the amendment by this Bill to section 25 of the Act requiring clearing agencies to obtain the approval of the commission before operating in British Columbia.

SECTION 123: [Securities Act, section 40.1] empowers the executive director to suspend a registration or impose conditions on it.

SECTION 124: [Securities Act, section 57.4]

prohibits abusive behaviour currently permitted;
sets out the circumstances in which certain behaviour is permitted.

SECTION 125: [Securities Act, section 57.5] expands the offence of obstructing justice to include attempts to obstruct justice.

SECTION 126: [Securities Act, section 57.7] adds a new general requirement for persons to keep records of their activities that are regulated under the Securities Act.

SECTION 127: [Securities Act, section 89]

clarifies the circumstances in which trading of a security may be halted;
increases the maximum duration of a halt trade order to 15 business days;
allows the executive director to extend a halt trade order after providing an opportunity to be heard.

SECTION 128: [Securities Act, section 141]

is consequential to the amendment made by this Bill to section 25 of the Act requiring clearing agencies to obtain the approval of the commission before operating in British Columbia;
expands the power to compel the disclosure of information to include those operating under an exemption contained in the Act or the regulations;
removes a redundant reference.

SECTION 129: [Securities Act, section 141.2] removes a redundant reference.

SECTION 130: [Securities Act, sections 141.4 and 141.5]

provides a new compliance review power to cover market participants;
provides a mechanism to obtain records from private residences.

SECTION 131: [Securities Act, section 153] removes a redundant reference.

SECTION 132: [Securities Act, section 161]

expands the power to ensure compliance with decisions of the commission or executive director made under the Act;
removes redundant references to investment fund manager;
clarifies when a temporary order may be made;
expands the power of the commission to consider decisions made by non-government regulatory agencies.

SECTION 133: [Securities Act, section 162.2] clarifies the commission's power to settle matters without a hearing.

SECTION 134: [Securities Act, section 164] clarifies the circumstances in which a cease trade order may be made.

SECTION 135: [Securities Act, section 183] provides regulation making powers relating to the payment of funds under section 15.1 of the Act as amended by this Bill.

SECTION 136: [Society Act, section 2] amends a cross reference to reflect the repeal and replacement by this Bill of section 73 of the Act.

SECTION 137: [Society Act, sections 20 and 74] amends cross references to reflect the repeal and replacement by this Bill of section 73 of the Act.

SECTION 138: [Society Act, sections 71 to 73] repeals sections that are replaced by this Bill.

SECTION 139: [Society Act, Part 7 heading] amends the heading to Part 7 to reflect its more limited scope after the repeal by this Bill of sections 71 to 73 of the Act.

SECTION 140: [Society Act, section 93] repeals a section that is replaced by the addition by this Bill of Part 13 of the Act.

SECTION 141: [Society Act, Parts 12 and 13] adds new Parts that import from the Company Act provisions that applied to the Act before the repeal by this Bill of section 71 of the Act.

SECTION 142: [Transition — administrative integration of Canada Student Loans Program and BC Student Assistance Program]

changes the terms on which student loans must be repaid for borrowers who are or were required to begin paying their student loans on or before June 30, 2012, and includes exceptions;
adds a term to student loan agreements that allows the government to amend those agreements by giving notice to borrowers in order to integrate the administration of the British Columbia student assistance program with the federal student loan program under the Agreement for Administrative Integration of Canada Student Loans Program and BC Student Assistance Program;
immunizes the government and persons acting on behalf of the government from legal actions arising out of the changes made to student loan contracts by the section.

SECTION 143: [Transition — pre-existing trust companies and pre-existing insurance companies] requires trust companies and insurance companies incorporated before the coming into force of this Act to file transition materials with the registrar to bring their charter into line with the Business Corporations Act.

SECTION 144: [Transition — conclusiveness of certificate of incorporation] provides that, until they transition under section 259 of the Financial Institutions Act as amended by this Bill, trust companies and insurance companies may be recognized as incorporated by their previous incorporation documents and after they transition the Business Corporations Act applies to confirm their incorporation.

SECTION 145: [Transition — first annual reference date] provides a deemed annual reference date for financial institutions incorporated before the coming into force of this Act for the purposes of determining when they must hold annual general meetings.

SECTION 146: [Transition — regulations] allows the Lieutenant Governor in Council to make regulations to facilitate the transition of financial institutions incorporated before the coming into force of this Act into corporations to which the Business Corporations Act fully applies.

SECTION 147: [Infants Act, section 19.1] makes student loan agreements entered into by a person who has not reached the age of majority enforceable by and against the person.

SECTION 148: [Trade, Investment and Labour Mobility Agreement Implementation Act, section 39] allows publication of a notice of business acquisition to be in a prescribed manner.

BILL 17 — 2011
FINANCE STATUTES AMENDMENT ACT, 2011

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:

Business Corporations Act

1 Section 1 of the Business Corporations Act, S.B.C. 2002, c. 57, is amended

(a) by adding the following definitions:

"commission" has the same meaning as in the Financial Institutions Act;

"financial institution" means

(a) an insurance company, or

(b) a trust company;

"insurance company" has the same meaning as in the Financial Institutions Act;

"pre-existing insurance company" has the same meaning as in the Financial Institutions Act;

"pre-existing trust company" has the same meaning as in the Financial Institutions Act;

"superintendent" has the same meaning as in the Financial Institutions Act;

"trust company" has the same meaning as in the Financial Institutions Act; ,

(b) by repealing the definitions of "company", "insolvent" and "pre-existing company" and substituting the following:

"company" means

(a) a corporation, recognized as a company under this Act or a former Companies Act, that has not, since the corporation's most recent recognition or restoration as a company, ceased to be a company, or

(b) a pre-existing trust company or a pre-existing insurance company;

"insolvent", except in section 313,

(a) in relation to a company other than a financial institution, means unable to pay the company's debts as they become due in the ordinary course of its business, or

(b) in relation to a financial institution, includes unable to pay the company's debts as they become due in the ordinary course of its business;

"pre-existing company" means

(a) a company that was recognized as a company under a former Companies Act, or

(b) a pre-existing trust company or a pre-existing insurance company; , and

(c) in the definition of "pre-existing reporting company" by striking out "the Company Act, 1996, but does" and substituting "the Company Act, 1996, and includes each financial institution in existence at the time of the coming into force of section 64 of the Finance Statutes Amendment Act, 2011, but does".

2 Section 3 is amended by adding the following subsection:

(3) A pre-existing trust company or pre-existing insurance company is, for the purposes of this Act, deemed to have been recognized under a former Companies Act when the company became a trust company or an insurance company.

3 Section 4 is amended

(a) in subsection (1) by striking out "and any other" and substituting ", a prescribed special Act corporation and a", and

(b) by repealing subsection (3).

4 Section 29 (1) is amended by striking out "a captive insurance company," and substituting "a trust company, an insurance company or a corporation that is registered as a captive insurance company under the Insurance (Captive Company) Act,".

5 Section 42 (1) (c) is amended by adding the following subparagraph:

(v) in the case of a financial institution, each order made by the superintendent or the commission unless the superintendent or the commission in that order or in another order, orders that that order need not be kept at the records office; .

6 Section 44 is amended by adding the following subsection:

(5) This section applies, in the case of a financial institution, to any record the financial institution is required to keep under the Financial Institutions Act.

7 Section 46 (4) is amended by adding ", a financial institution" after "public company".

8 Section 124 is amended by adding the following subsection:

(4) An order must not be made under subsection (2) (d) (i) in relation to a financial institution unless notice of the application for the order is given to the superintendent, who may appear as a party to the application.

9 Section 194 (4) is amended by adding ", or, in the case of a pre-existing trust company or a pre-existing insurance company, a former Companies Act as it applied for the purposes of the Financial Institutions Act," after "former Companies Act".

10 Section 210 is amended by adding the following subsection:

(6) This section applies to a financial institution whether or not that financial institution is a public company.

11 Section 223 is amended by striking out "public company." and substituting "public company or a financial institution, whether or not that financial institution is a public company."

12 Section 324 (1) is amended by adding "that is a financial institution by the commission, or made in respect of a company, including a company that is a financial institution," after "in respect of a company".

13 Section 407 is amended by striking out "by this Act," and substituting "by this Act or any other enactment,".

14 Section 419 is amended

(a) in subsection (1) by striking out "corporate register." and substituting "corporate register or any other register kept by the registrar.", and

(b) in subsection (2) by striking out "registrar under this Act," and substituting "registrar,".

15 Section 433 is amended

(a) in subsection (2) (a) by adding ", subject to subsection (3)," after "takes effect", and

(b) by adding the following subsection:

(3) The Lieutenant Governor in Council may prescribe provisions of the Statutory Reporting Company Provisions that do not apply to one or more of a pre-existing trust company, a pre-existing insurance company, a class of pre-existing trust companies and a class of pre-existing insurance companies.

16 Section 438 (3) (d) is amended by striking out "Statutory Reporting Company Provisions." and substituting "Statutory Reporting Company Provisions or, in the case of a pre-existing trust company or a pre-existing insurance company, the provisions of the Statutory Reporting Company Provisions that apply to the company."

17 Section 442.1 is amended

(a) in subsection (2) by striking out "The Pre-existing" and substituting "Subject to subsection (2.2), the Pre-existing", and

(b) by adding the following subsection:

(2.2) The Lieutenant Governor in Council may prescribe provisions of the Pre-existing Company Provisions that do not apply to one or more of a pre-existing trust company, a pre-existing insurance company, a class of pre-existing trust companies and a class of pre-existing insurance companies.

Credit Union Incorporation Act

18 The heading to Part 1 of the Credit Union Incorporation Act, R.S.B.C. 1996, c. 82, is repealed and the following substituted:

Part 1 — Interpretation .

19 Section 1 (1) is amended

(a) by striking out "Act and the Company Act as it applies for the purpose of this",

(b) by adding the following definitions:

"auditor" includes a partnership of auditors;

"charter" includes an Act, statute, ordinance, letters patent, certificate, declaration or other instrument or provision of law by or under which a corporation has been incorporated, amalgamated or continued, and also the corporation's memorandum, articles, constitution, rules, regulations or bylaws, agreement or deed of settlement;

"class meeting" means a meeting of members or auxiliary members who hold equity shares of a particular class;

"corporation" means a company within the meaning of the Business Corporations Act, a body corporate, a body politic and corporate, an incorporated association or a society, however and wherever incorporated, but does not include a municipality or a corporation sole;

"debt obligation" means a bond, debenture, note or other similar obligation, whether secured or unsecured, of a corporation;

"director" includes every person, by whatever name designated, who performs functions of a director;

"document" means a written instrument, including a notice, order, certificate, register, letter, report, return, account, summons or legal process;

"financial statements" includes any notes to the financial statements;

"general meeting" means a general meeting of members;

"insolvent" includes the inability of a credit union to pay its debts as they become due in the usual course of the credit union's business;

"mortgage" includes a secured debt obligation;

"ordinary resolution" means a resolution passed by the members of a credit union in general meeting by a simple majority of the votes cast by members;

"printed" includes lithographed or reproduced by any mechanical, electrostatic or photostatic means;

"proxy" means a completed and executed form of proxy by which a member or auxiliary member has appointed a person as the nominee of the member or auxiliary member to attend and act for the member or auxiliary member and on behalf of the member or auxiliary member;

"registrar", except in section 61.2, has the same meaning as in the Business Corporations Act;

"series meeting" means a meeting of members or auxiliary members who hold equity shares, other than membership shares, of a particular series;

"special rights or restrictions" includes special rights and restrictions, whether preferred, deferred or otherwise, and whether in regard to redemption or return of capital, conversion into or exchange for the same or any other number of any other kind, class or series of shares, dividend, voting, nomination or appointment of directors or other control, or otherwise, and for the purposes of this definition the words "special rights" and the word "restrictions", when used in this Act, whether together or separately, have a corresponding meaning; ,

(d) by repealing subsections (2) to (4).

20 Sections 2 to 5 are repealed and the following substituted:

Credit union relationships

2.1 (1) In this section, "voting share" means a share of a class of shares of a corporation that carries the right to vote under all circumstances on a resolution electing directors, and includes a share of a class of shares of a corporation that carries the right to vote on such a resolution because of the occurrence of a contingency that has occurred and is continuing.

(2) For the purposes of this Act, one corporation is affiliated with another corporation if

(a) one of them is a subsidiary of the other,

(b) both of them are subsidiaries of the same corporation, or

(3) For the purposes of this Act,

(a) an affiliate of a credit union is deemed to be affiliated with all corporations with which the credit union is affiliated, and

(b) a credit union is deemed to be affiliated with all corporations with which an affiliate of the credit union is affiliated.

(4) A reference to "subsidiary" in this Act must be read as including a corporation other than a central credit union or a corporation designated by regulation, if the corporation is controlled, within the meaning of subsection (5), by

(a) a credit union and one or more other credit unions, or

(b) a credit union and one or more other credit unions, and one or more other corporations if each of the other corporations is controlled by one or more credit unions,

and "holding credit union" has the corresponding meaning.

(5) For the purpose of subsection (4), a corporation is controlled by a group described in subsection (4) (a) or a group described in subsection (4) (b), as the case may be,

(a) if

(i) more than 50% of the voting shares in the corporation are held, other than by way of security only, by or for the benefit of that group, and

(ii) the votes carried by those voting shares are sufficient, if exercised, to elect a majority of the directors of the corporation, or

(b) if

(i) the charter of the corporation provides that the majority, or

(ii) the corporation is party to an agreement or arrangement under which the majority

of the corporation's directors must be nominees of that group.

Notice by mail

2.2 (1) If a notice, statement or report is sent by post, service or delivery of it is deemed to be effected by properly addressing, prepaying and mailing the notice, statement or report, and the service or delivery is deemed to have been effected on the 5th day, Saturdays and holidays excepted, following the date of mailing, unless the rules of a credit union provide for a longer period of time.

(2) If, on 3 consecutive occasions, the records sent by a credit union to a member or auxiliary member in accordance with subsection (1) are returned, the credit union is not required to send any further records to the member or auxiliary member until the member or auxiliary member informs the credit union in writing of the member's or auxiliary member's new address.

21 Section 6 (2) is amended by striking out "and" at the end of paragraph (c), by adding ", and" at the end of paragraph (d) and by adding the following paragraph:

(e) be signed by every subscriber.

22 Section 7 (2) is amended by striking out "and" at the end of paragraph (a), by adding ", and" at the end of paragraph (b) and by adding the following paragraph:

23 Section 8 is amended by striking out "register the constitution" and substituting "file the constitution".

24 The following section is added:

Effect of incorporation

8.1 The subscribers, together with other persons who become members of the credit union, are, on and from the date of incorporation mentioned in the certificate of incorporation, a credit union with the name contained in the constitution, capable immediately of exercising the functions of an incorporated credit union with the powers and with the liability on the part of the members provided in this Act.

25 Section 9 is amended

(a) by striking out "registration under section 8" and substituting "filing the constitution, common bond of membership and rules under section 8,", and

(b) in paragraph (b) by striking out "in the Gazette." and substituting "in the Gazette or in any other prescribed manner."

26 The following section is added:

Effect of constitution and rules

9.1 A credit union and its members and auxiliary members are bound by the credit union's constitution and rules and by any alterations made to those records under this Act, to the same extent as if those records

(a) had been signed and sealed by the credit union and by each member and auxiliary member, and

(b) contained covenants on the part of each member and auxiliary member and the successors and personal or other legal representatives of each member and auxiliary member to observe the constitution and rules.

27 Section 11 is amended

(a) in subsection (1) by striking out "In this section, "subscribers" means the persons" and substituting "In this section, "applicants" means the subscribers",

(b) in subsection (2) by striking out "register the constitution" and substituting "file the constitution",

(d) in subsection (5) by striking out "a subscriber" and substituting "an applicant".

28 Section 12 is repealed and the following substituted:

Capacity and powers of credit unions

12 A credit union has the capacity and the rights, powers and privileges of an individual of full capacity.

Restricted businesses and powers

12.1 (1) A credit union must not

(a) carry on any business or exercise any power that the credit union is restricted by the credit union's constitution from carrying on or exercising, or

(b) exercise any of its powers in a manner inconsistent with those restrictions in the credit union's constitution.

(2) No act of a credit union, including a transfer of property, rights or interests to or by the credit union, is invalid merely because the act contravenes subsection (1).

Application to restrain

12.2 If a credit union contravenes or is about to contravene section 12.1 (1), the Supreme Court may, on application by a member, an auxiliary member, a receiver, a receiver manager, a liquidator or a trustee in bankruptcy of the credit union,

(a) restrain the credit union from doing an act or transferring or receiving property,

(b) make an order requiring compensation to be paid to the credit union or to any other party to a contract, and

(c) if it appears that a contract has not been substantially performed by a party to the contract, make the order the court considers necessary.

29 The following section is added:

Credit union without a member

13.1 A credit union must not carry on business without a member but, if at any time the credit union carries on business without a member for more than 6 months, every director and officer of the credit union during the time that the credit union so carries on business is jointly and severally liable for the payment of the whole of the debts of the credit union contracted during that time.

30 Section 14 (2) is amended by adding "must be reserved under section 14.1 and" after "credit union".

31 The following sections are added:

Reservation of name

14.1 (1) A person wishing to reserve a name for the purposes of this Act must apply to the registrar.

(2) After receiving an application to reserve a name under subsection (1), the registrar may reserve the name for a period of 56 days from the date of reservation or any longer period that the registrar considers appropriate.

(3) After receiving a request for the extension of a reservation of a name, the registrar may, if that request is received before the expiry of that reservation, extend that reservation for the period that the registrar considers appropriate.

(4) The registrar must not reserve a name for the purposes of this Act unless the name complies with the prescribed requirements and with the other requirements set out in this Act.

(5) A name of which the registrar for good and valid reasons disapproves contravenes the requirements set out in this Act.

Name to be displayed

14.2 (1) A credit union must display its name in legible characters

(a) at every office or place at which the credit union carries on business, in a conspicuous position,

(b) in all notices and other official publications,

(c) on all the credit union's contracts, business letters and orders for goods, and on all the credit union's invoices, statements of accounts, receipts and letters of credit, and

(d) on all bills of exchange, promissory notes, endorsements, cheques and orders for money signed by the credit union or on the credit union's behalf.

(2) If a credit union has a common seal, the credit union must have its name engraved in legible characters on the common seal.

(3) If an officer or director of a credit union, or a person on the credit union's behalf, knowingly permits the credit union not to display or use the credit union's name as required by subsection (1) (a), (b) or (c) or by subsection (2), the officer, director or person, as the case may be, is personally liable to indemnify a purchaser or supplier of goods or services or a holder of any security of the credit union who suffers loss or damage as a result of being misled by that failure to display or use the name.

(4) If an officer or director of a credit union, or a person on the credit union's behalf, issues or authorizes the issue of any instrument referred to in subsection (1) (d) that does not display the name of the credit union, the officer, director or person, as the case may be, is personally liable to the holder of the instrument for the amount of the instrument, unless the instrument is duly paid by the credit union.

32 Section 15 is repealed.

33 Sections 16 (5) and 20 (5) are amended by striking out everything after "subsection (4) (b) (ii)," and substituting "each holder of equity shares in the class of equity shares in relation to which the vote is being held has one vote in respect of each equity share of that class of equity shares held by that holder."

34 Sections 16 (8) (a) and 20 (7) (a) are amended by striking out "register" and substituting "file".

35 Sections 16 (8) (c) and 20 (7) (c) are amended by striking out "a notice" and substituting "or in any other prescribed manner notice".

36 Division 3 of Part 2 is repealed.

37 The following Parts are added:

Part 2.1 — Winding Up

Division 1 — Voluntary Winding Up

Voluntary winding up requires special resolution

25.1 Subject to sections 25.2 and 25.3, a credit union may be wound up voluntarily if the credit union so resolves by special resolution.

Solvency of credit union for voluntary winding up

25.2 (1) If it is proposed to wind up a credit union voluntarily, the majority of the directors, before calling the general meeting at which the special resolution for the winding up of the credit union is to be proposed, must make an affidavit declaring that

(a) they have made a full inquiry into the affairs of the credit union, and

(b) they are of the opinion that the credit union will be able to pay its debts in full within the period, not exceeding 12 months from the commencement of the winding up, specified in the affidavit.

(2) An affidavit referred to in subsection (1) must

(a) be made within 5 weeks before the date on which the members pass the special resolution for the voluntary winding up of the credit union, and

(b) contain a statement of the assets and liabilities of the credit union as at the latest practicable date.

(3) A copy of the affidavit must be

(a) filed with the registrar before the meeting, and

(b) presented to the meeting at which the special resolution for the voluntary winding up of the credit union is to be proposed.

(4) If a credit union is wound up in accordance with a special resolution passed within 5 weeks after the making of the affidavit, but the credit union's debts are not paid or provided for in full within the period stated in the affidavit, it is presumed, until the contrary is shown, that the person swearing the affidavit did not have reasonable grounds for his or her opinion.

Notice must be given to commission

25.3 A special resolution under section 25.1 has no effect unless 30 days' notice in writing of the credit union's intention to pass the resolution has been given to the commission.

Commencement of voluntary winding up

26.1 A voluntary winding up commences when the special resolution to wind up is passed.

Appointment of liquidator

26.2 (1) If a credit union passes a special resolution to wind up voluntarily under section 25.1, the credit union must promptly deliver written notice of the special resolution to the commission.

(2) On receiving notice under subsection (1), the commission must appoint one or more liquidators, who may be the commission's own employee or employees, for the purpose of winding up the affairs and distributing the assets of the credit union.

Remuneration of liquidator

26.3 The remuneration of a liquidator in a voluntary winding up of a credit union must be set by the commission.

Division 2 — Winding Up by Court Order

Winding up by court order

27.1 (1) A credit union may be wound up by an order of the Supreme Court on the application of

(a) the credit union,

(b) a member or an auxiliary member,

(d) a director, creditor, trustee for debentureholders or receiver manager of the credit union,

(e) the commission, or

(f) any other person who, in the discretion of the Supreme Court, is a proper person to make an application.

(2) Before hearing an application by a creditor to wind up a credit union by court order, the Supreme Court may require the creditor to give security for the costs of the application.

(3) The Supreme Court may order that the credit union be wound up

(a) if the court thinks it just and equitable to do so, or

(b) when an event occurs on the occurrence of which the constitution or rules provide that the credit union is to be dissolved.

(4) The commission is party to any proceedings in which an application is made to the Supreme Court under this section.

Commencement of winding up by court order

27.2 A winding up by court order commences on the date of the order.

Court must appoint liquidator

27.3 If the Supreme Court makes an order that a credit union be wound up, the court, by the same or a subsequent order, must appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the credit union.

Remuneration of liquidator

28.1 The remuneration of a liquidator in a winding up by court order must be set by the Supreme Court.

Division 3 — Winding Up by Commission

Winding up directed by commission

28.2 If, under section 277 (g) of the Financial Institutions Act, the commission orders that a credit union that is subject to the commission's supervision be wound up, then

(a) sections 25.1, 25.2, 26.1 and 31.3 of this Act do not apply,

(b) the winding up commences at the time of the order that the credit union be wound up,

(c) the commission must promptly appoint one or more liquidators, who may be the commission's own employee or employees, for the purpose of winding up the affairs and distributing the assets of the credit union,

(d) the commission must promptly file with the registrar a copy of the order and notify the registrar of the appointment under paragraph (c) of one or more liquidators, and

(e) the commission must promptly publish in the Gazette or in any other prescribed manner notice of its order that the credit union be wound up.

Remuneration of liquidator

28.3 The remuneration of a liquidator in a winding up of a credit union ordered under section 277 (g) of the Financial Institutions Act must be set by the commission.

Winding up on direction of commission

29.1 (1) If the commission believes on reasonable grounds that it is contrary to the public interest that a credit union that has not been issued a business authorization continue in business, the commission may order that the credit union be wound up.

(2) Without limiting subsection (1), if a credit union

(a) has fewer than 25 members,

(b) has contravened section 13,

(c) has not applied for a business authorization within one year or the further period ordered by the commission under section 61 (2) of the Financial Institutions Act after the date of its incorporation, or

(d) is refused a business authorization,

the commission may order that the credit union be wound up.

(3) If the commission makes an order under this section, the references in sections 27.2, 27.3, 28.1, 31.1 (2), 31.3 (1) (b) and (3), 32.3 (1), 33.2 (3), 34.2 and 38.1 (3) to the Supreme Court or a court order must be read for the purposes of the winding up ordered by the commission as references to the commission or to an order of the commission.

(4) On the winding up of a credit union under this section, the registrar must publish in the Gazette or in any other prescribed manner notice that the credit union is being wound up and the date of the winding up order.

(5) The cost of the publication under subsection (4) must be paid by the credit union to the government and is recoverable by the government from the credit union as a simple contract debt.

Division 4 — Effect of Winding Up

Effect of resolution or order for winding up

29.2 If a credit union is being wound up,

(a) the credit union, from the commencement of the winding up, must cease to carry on the credit union's business, except so far as is required, in the opinion of the liquidator, for the credit union's beneficial winding up, but the corporate status and corporate powers and capacity of the credit union continue until the credit union is dissolved,

(b) on the appointment of the liquidator, the powers of the directors cease, except so far as the liquidator approves their continuance, and

(c) any transfer of shares made after the commencement of the winding up, except a transfer made to or with the approval of the liquidator, is void.

Examination of credit union winding up

29.3 The commission may at any time examine the records of a credit union that is being wound up.

Powers of Supreme Court

30.1 If a credit union is being wound up, the Supreme Court may,

(a) on application by a member, an auxiliary member or director of the credit union, order a general meeting, class meeting or meeting of the creditors of the credit union to be held and conducted in the manner the court considers appropriate,

(b) on application by any of the persons mentioned in section 27.1 (1), make an order for the audit or the inspection of the accounts, books and papers of, or in possession of, the liquidator that the court considers appropriate,

(c) on application by the liquidator, set a time within which creditors are to prove their debts or claims or be excluded from the benefit of any distribution to be made by the liquidator,

(d) in a voluntary winding up, appoint a liquidator on application by a member or an auxiliary member if

(i) there is no liquidator acting, and

(ii) it is impractical or impossible to hold a general meeting of the credit union for the purpose of filling the vacancy,

(e) on cause shown by any of the persons mentioned in section 27.1 (1), remove a liquidator and fill any vacancy in the office of the liquidator,

(f) on terms and conditions the court considers appropriate, release a liquidator who has

(i) resigned,

(ii) been removed from office, or

(iii) in the liquidator's opinion, fully wound up the affairs of the credit union,

(g) on application by any of the persons mentioned in section 27.1 (1), confirm, reverse or modify any act or decision of a liquidator and make any order the court considers appropriate,

(h) if a liquidator does not faithfully perform the liquidator's duties, inquire into the matter and take the action the court considers appropriate,

(i) on application by any of the persons mentioned in section 27.1 (1),

(i) examine into the conduct of any person who has taken part in the formation or promotion of the credit union or any person who is a past or present director, officer, receiver, receiver manager, liquidator, member or auxiliary member of the credit union if it appears that that person

(A) has misapplied, retained or become liable or accountable for any money or property in relation to the credit union, or

(B) has become liable or accountable for any breach of trust in relation to the credit union, and

(ii) compel the person referred to in subparagraph (i) to repay or to restore the money or property, or any part of the money or property, with interest at the rate the court considers appropriate, or to contribute the sum to the assets of the credit union by way of compensation in respect of the misapplication, retainer or breach of trust as the court considers appropriate,

and this provision applies even if the conduct complained of is conduct for which the person may be liable to prosecution,

(j) on terms and conditions the court considers appropriate, make an order staying the proceedings, either absolutely or for a limited time, and

(k) on application by the liquidator, give directions in relation to any matter arising under the winding up.

Additional powers of Supreme Court

30.2 The Supreme Court's powers under section 30.1 in respect of the winding up of credit unions include the power to extend any time limited by this Act for the filing or publishing of notices, accounts, reports or documents or for the holding of any meeting.

Duty to assist liquidator

30.3 A person who is a present or former director, receiver manager, officer, employee, banker, auditor, member, auxiliary member or agent of, or is a present or former receiver of property of, a credit union that is being wound up or of any affiliate of it must,

(a) on inquiry by the liquidator, fully and truly inform the liquidator, to the best of the person's knowledge and belief, of all the property of the credit union, and how, to whom, for what consideration and when the credit union disposed of any part of the property, except any part disposed of in the ordinary course of business of the credit union,

(b) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, all the property of the credit union in the custody or under the control of the person, and

(c) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, every record, including every document, instrument and accounting record, in the custody or under the control of the person and belonging to the credit union.

Division 5 — Liquidators

Qualification of liquidator

31.1 (1) A person not qualified to become or act as a receiver or receiver manager under section 64 of the Personal Property Security Act is not qualified to become or act as a liquidator, except that, with the consent in writing of all the members and auxiliary members of a credit union, a person referred to in section 64 (2) (e) of the Personal Property Security Act is qualified to become or act as a liquidator of the credit union.

(2) A person who has been appointed as a liquidator in a winding up by court order and who is not, or who ceases to be, qualified to act as a liquidator must promptly bring the disqualification to the attention of the Supreme Court and the person on whose application the liquidator was appointed.

Validity of acts of liquidator

31.2 An act of a liquidator is valid, despite any defect in the liquidator's appointment or qualifications.

Filing and publication of notice of appointment

31.3 (1) A liquidator must, within 10 days after his or her appointment as liquidator, file with the registrar

(a) a notice of the appointment in the form established by the registrar, and

(b) if not already filed,

(i) if the winding up is a voluntary winding up, a certified copy of the special resolution to so wind up, or

(ii) if the winding up is by court order, a certified copy of the order.

(2) A liquidator must, within 7 days after changing his or her address, file with the registrar notice of the new address.

(3) At the commencement of the winding up, the liquidator must publish in the Gazette notice that the credit union has resolved to wind up voluntarily or that the Supreme Court has made an order that the credit union be wound up by court order, as the case may be.

Meeting of creditors

32.1 (1) A liquidator must, within 14 days after his or her appointment as liquidator,

(a) mail to every person who appears to the liquidator to be a creditor of the credit union a notice that a meeting of the creditors of the credit union will be held on a date, being not less than 21 days and not more than 28 days after the appointment, at an hour and at a place in British Columbia specified in the notice, and

(b) advertise notice of the meeting

(i) in the Gazette, and

(ii) in a local newspaper circulating in the district where the registered office is located or where the principal place of business of the credit union in British Columbia was located.

(2) The liquidator must present to the meeting of creditors referred to in subsection (1) a full statement of the position of the affairs of the credit union, including a list of the creditors of the credit union and the estimated amount of their claims, and the creditors are at liberty to discuss any matter arising out of the statement.

Creditor must commence action on claim

32.2 If the liquidator of a credit union gives notice in writing by registered letter to a creditor of the credit union that the debt or claim of the creditor is disputed or rejected, the creditor may commence an action in respect of the debt or claim within 3 months after the notice is given, and, in default of the commencement of the action within that time, the debt or claim of the creditor is forever barred.

Custody of property

32.3 (1) The liquidator of a credit union, subject to any restrictions or directions imposed or given by the Supreme Court, must

(a) take into the liquidator's custody or under the liquidator's control all the property and things in action to which the credit union is or appears to be entitled, and all the credit union's records, documents and instruments,

(b) use, subject to this Act, the liquidator's own discretion in realizing the assets of the credit union and distributing them among the creditors, members and auxiliary members,

(d) keep proper minutes of proceedings at meetings and of other matters relating to the winding up,

(e) cause to be stated on every invoice, order for goods and business letter

(i) issued by the liquidator or on the liquidator's behalf, and

(ii) on or in which the name of the credit union appears

that the credit union is in liquidation, and

(f) describe himself or herself as the liquidator of the credit union.

(2) If a winding up continues for more than one year, the liquidator must

(a) call a general meeting of the credit union at the end of the first year and at the end of each succeeding year after the commencement of the winding up, or as soon as may be convenient,

(b) present to the general meeting an account of the liquidator's acts and dealings and of the conduct of the winding up during the preceding year, and

(c) file with the registrar, within 7 days after the date on which the meeting is held, a verified summary of the liquidator's receipts and payments during that year.

(3) A liquidator must comply with Part 2.2 in respect of the records, documents and instruments of the credit union.

Liquidator to notify commission of offence

33.1 If it appears to the liquidator of a credit union that any past or present director, officer, employee, receiver, receiver manager, auditor, liquidator, member or auxiliary member of the credit union has been guilty of any offence in relation to the credit union, the liquidator must notify the commission.

Powers of liquidator

33.2 (1) Subject to this section, a liquidator, so far as may be necessary for the beneficial winding up of the affairs and distribution of the assets of a credit union, has the powers of the directors and officers, and may exercise the powers of the credit union that are not required by this Act to be exercised by the credit union in general meeting.

(2) In a voluntary winding up, the credit union, by ordinary resolution, may direct that the liquidator not do certain specified things without

(a) the approval of a general meeting of the credit union,

(b) the written consent of certain specified members or specified auxiliary members, or

(3) In any winding up, the Supreme Court may impose, either generally or with respect to certain matters, restrictions on the exercise of the powers of a liquidator.

(4) Until required for distribution, cash balances held by the liquidator of a credit union may be invested as follows:

(a) in an interest bearing account with any savings institution;

(b) as permitted under the provisions of the Trustee Act respecting the investment of trust property by a trustee,

and any dividends or interest received from the investments form part of the assets of the credit union.

(5) If several liquidators are appointed, every power given to a liquidator may be exercised

(a) by the one or more of them that may be determined at the time of their appointment or subsequently, or

(b) in the absence of any determination, by any 2 or more liquidators.

Resignation and removal of liquidator

33.3 (1) A liquidator appointed in a voluntary winding up of a credit union or a winding up of a credit union ordered under section 277 (g) of the Financial Institutions Act may resign from that office.

(2) If, in the opinion of the commission,

(a) a voluntary winding up of a credit union, or

(b) a winding up of a credit union ordered under section 277 (g) of the Financial Institutions Act

is being carried on in an unsafe or unauthorized manner or is being unduly delayed, the commission, by notice addressed to the liquidator, may remove the liquidator from office.

(3) If a vacancy occurs by death, resignation or otherwise in the office of liquidator in

(a) a voluntary winding up of a credit union, or

(b) a winding up of a credit union ordered under section 277 (g) of the Financial Institutions Act,

the commission must appoint a liquidator to fill the vacancy.

Liquidator ceasing to act must file notice

34.1 A liquidator who resigns, is removed from office or for any other reason ceases to act, must, within 7 days after the resignation, removal or cessation, file with the registrar a notice in the form established by the registrar.

Filling vacancy in office of liquidator

34.2 If a vacancy in the office of the liquidator occurs by death, resignation or otherwise in a winding up by court order, the Supreme Court may fill the vacancy on application of any person mentioned in section 27.1 (1).

Division 6 — Disposing of Assets of Credit Union

Liquidator's powers of disposition

34.3 In consideration of financial assistance by the deposit insurance corporation to the credit union, a liquidator of a credit union may transfer and assign all or any assets of the credit union to the deposit insurance corporation.

Sale of credit union for shares or debentures

35.1 (1) If a credit union is being wound up and it is proposed to transfer or sell the whole or part of the credit union's business or property to a corporation, the liquidator of the credit union being wound up may, with the approval of a special resolution of that credit union that confers on the liquidator either a general authority or an authority in respect of any particular arrangement, in compensation or part compensation for the transfer or sale,

(a) receive shares, debentures or other similar interests in the corporation for distribution among the members or auxiliary members of the credit union being wound up, or

(b) enter into any other arrangement by which the members or auxiliary members of the credit union being wound up may, instead of or in addition to receiving cash, shares, debentures or other similar interests, participate in the profits of or receive any other benefit from the corporation.

(2) No special resolution referred to in subsection (1) is invalid for the purposes of this section merely because the resolution is passed before or concurrently with a resolution for winding up the credit union or for appointing the credit union's liquidator.

(3) Despite subsections (1) and (2), a liquidator of a credit union must not sell all or substantially all of the assets of the credit union to another credit union except in compliance with section 16.

Satisfaction of liabilities on winding up

35.2 If a credit union is being wound up, any property of the credit union remaining after satisfaction of all liabilities of the credit union, including the costs of winding up and dissolution, is surplus property and must be dealt with in accordance with sections 35.3 and 36.1.

Distribution of surplus if credit union has not issued equity shares

35.3 If the credit union being wound up has not issued any equity shares, the liquidator must apply the surplus property as follows:

(a) by declaring and paying a dividend, at a reasonable rate determined by the liquidator, on the non-equity shares in respect of the period from the beginning of the credit union's current fiscal year to the date of commencement of the winding up;

(b) after payment of the dividend under paragraph (a), by paying or delivering the balance to the deposit insurance corporation.

Distribution of surplus if credit union has issued equity shares

36.1 If the credit union being wound up has issued equity shares, the liquidator must convert into money any surplus property that is not money, and then must apply the money as follows:

(b) after payment of the dividend under paragraph (a), by distributing the balance to the equity shareholders according to their rights and interests in the credit union.

Members' or auxiliary members' indebtedness to credit union

36.2 The liquidator of a credit union may apply the amount of a dividend under section 35.3 (a) or of a dividend or distribution under section 36.1 in satisfaction of indebtedness owed to the credit union by the member or auxiliary member to whom the amount is due, and then the credit union must pay any balance to the member or auxiliary member.

Unclaimed or undistributed assets

36.3 (1) In this section, "administrator" has the same meaning as in the Unclaimed Property Act.

(1.1) If a liquidator has or controls any unclaimed or undistributed assets or money of a credit union that is being wound up and the assets or money have remained unclaimed or undistributed for more than 6 months after the date on which any dividend, or other distribution of assets or money, declared by the liquidator became payable or distributable, the liquidator must publish in one or more newspapers selected by the liquidator a statement of

(a) the assets or money unclaimed or undistributed,

(b) the procedure required to claim the assets or money, and

(c) the date, not sooner than 60 days after or later than 120 days after the publication, on which date the liquidator will deliver or pay

(i) to the deposit insurance corporation any part of the assets or money apparently due to, but unclaimed by, members of the credit union, or

(ii) to the administrator any part of the assets or money apparently due to, but unclaimed by, auxiliary members or creditors of the credit union or other non-members of the credit union.

(2) On the date published under subsection (1.1) (c), the liquidator must deliver or pay

(a) to the deposit insurance corporation any part of the assets or money apparently due to, but unclaimed by, members of the credit union, or

(b) to the administrator any part of the assets or money apparently due to, but unclaimed by, auxiliary members or creditors of the credit union or other non-members of the credit union,

together with a statement showing, to the extent known to the liquidator, the full names and last known addresses of the persons appearing to be entitled to the assets or money and the amount to which each appears to be entitled.

(3) The receipt of the deposit insurance corporation for the assets or money referred to in subsection (2) (a) or of the administrator for the assets or money referred to in subsection (2) (b) is an effective discharge to the liquidator for them.

(4) The administrator, in respect of assets paid or delivered to the administrator under this section, may realize any assets, and any money received or realized under this section is deemed to be unclaimed money deposits under the Unclaimed Property Act.

(5) If

(a) the deposit insurance corporation, under subsection (2) (a), has received assets or money unclaimed by members of a credit union,

(b) application is made to the deposit insurance corporation by or on behalf of a former member of the credit union, and

(i) a dividend declared under section 35.3 (a) or 36.1 (a) on non-equity shares in the credit union, or

(ii) a share of a distribution made under section 36.1 (b),

the deposit insurance corporation must pay to that former member the amount of the dividend or share of the distribution, together with accrued interest at a reasonable rate determined by the deposit insurance corporation.

Division 7 — Completion of Winding Up

Final meeting and dissolution

37.1 (1) As soon as the affairs of a credit union are fully wound up, the liquidator must

(a) prepare an account of the winding up showing how the winding up was conducted and how the property of the credit union was disposed of, and

(b) call a final general meeting of the credit union for the purpose of presenting the account and giving any explanation of the account.

(2) The final general meeting referred to in subsection (1) must be called by publishing notice of the meeting in the Gazette not less than 14 days before the meeting, specifying the date, time, place and object of the meeting, and no other notice is necessary.

(3) The liquidator, not more than 7 days after the final general meeting, must file with the registrar a copy of the account and a return in the form established by the registrar.

Dissolution on completion of winding up

38.1 (1) The registrar, on receiving the copy of the account and the return referred to in section 37.1, must file them.

(2) Three months after the filing referred to in subsection (1), the credit union is dissolved.

(3) On application by the liquidator or by any person mentioned in section 27.1 (1), the Supreme Court may make an order deferring the date on which the dissolution of the credit union is to take effect for the time the court considers appropriate.

(4) No order made under this section is effective unless a certified copy of the order is filed with the registrar before the credit union is dissolved under subsection (2).

Notice on dissolution

39.1 In addition to fulfilling the requirements of section 37.1, the liquidator of a credit union,

(a) not more than 14 days after the date of the final general meeting required under section 37.1 (1), must publish in one or more newspapers selected by the liquidator a notice that the affairs of the credit union have been wound up, and

(b) must file with the commission a copy of the account showing how the winding up has been conducted and how the property of the credit union has been disposed of, together with a copy of the newspaper notice.

Disposal of books and papers of credit union

39.2 If a credit union has been dissolved, the liquidator is responsible for the care and custody of the credit union's records, including documents, instruments and accounting records, for 2 years after the date of dissolution, but not longer.

Discharge by court order

39.3 An order of the Supreme Court releasing a liquidator discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the credit union or otherwise in relation to the liquidator's conduct in that capacity, but that order may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material fact.

Part 2.2 — Offices and Records

Division 1 — Credit Union Offices

Registered and records offices

39.4 (1) A credit union must, at all times, maintain a registered office and, for the purposes of section 39.42, a records office, both in British Columbia and both at the locations set out in

(a) the notice referred to in section 8 (d), or

(b) if a notice of change of address has been filed with the registrar, the latest filed notice of change of address.

(2) The registered office and the records office may be located at the same place.

Change of registered or records office

39.41 (1) The directors of a credit union may change the location of the credit union's registered office or records office in British Columbia by

(a) passing a resolution authorizing the change, and

(b) filing with the registrar 2 copies of a notice of change of address in the form established by the registrar.

(2) No change in the location of the registered office or records office is effective until subsection (1) has been complied with.

(3) When subsection (1) has been complied with, the registrar must forward to the previous registered office or records office one copy of the notice of change of address bearing evidence that the notice of change of address has been filed with the registrar.

(4) If the registered office or records office is located at the place of business of a credit union's agent or solicitor and that agent or solicitor moves the agent's or solicitor's place of business to another location, the agent or solicitor must file with the registrar a notice of change of address, in the form established by the registrar, for each credit union having a registered office or records office at the agent's or solicitor's place of business, and subsections (1) to (3) do not apply.

(5) A change in the location of the registered office or records office under subsection (4) is not effective until that subsection has been complied with.

Division 2 — Records

Records office documents

39.42 A credit union must keep at its records office the following records:

(a) the credit union's certificate of incorporation;

(b) a copy of the credit union's constitution including every amendment of it;

(d) the credit union's register of directors;

(e) the minutes of every general meeting and class meeting of the credit union;

(f) the minutes of every meeting of the credit union's directors;

(g) a copy of every document filed by the credit union with the registrar;

(h) a copy of every certificate issued to the credit union by the registrar;

(i) a copy of every order of the superintendent or the commission relating to the credit union unless the superintendent or the commission, in that order or in another order, orders that that order need not be kept at the records office;

(j) a copy of every order of the registrar relating to the credit union;

(k) a copy of every other document and instrument approved in the preceding 10 years by the directors;

(l) a copy of every mortgage created or assumed by the credit union, whether or not required to be registered;

(m) a copy of all audited financial statements of the credit union and its subsidiaries, whether or not consolidated with the financial statements of the credit union, including the auditor's reports;

(n) if the credit union is an amalgamated credit union,

(i) every record, document or instrument described in paragraphs (a) to (d) and (g) to (j),

(ii) every record, document or instrument described in paragraphs (f), (k) and (l), and

(iii) every record, document or instrument described in paragraphs (e) and (m)

of each of the amalgamating credit unions;

(o) if a receiver or receiver manager is appointed under an instrument filed in the office of the registrar, the name and address of the receiver or receiver manager, the date of the appointment of the receiver or receiver manager and the date the receiver or receiver manager ceases to act or completes the duties of that office.

Examination of records

39.43 (1) A director of a credit union may examine and take extracts, without charge, from the credit union's records, documents and instruments referred to in section 39.42, and a former director may examine and take extracts, without charge, from the credit union's records, documents and instruments referred to in section 39.42 that relate to the time when he or she was a director.

(2) A member, auxiliary member or debentureholder of a credit union may examine and take extracts, without charge, from the credit union's records, documents and instruments referred to in section 39.42, except those referred to in paragraphs (f), (k), (l) and (n) (ii).

(3) A person may examine and take extracts from the credit union's records, documents and instruments referred to in section 39.42, except those referred to in paragraphs (f), (k), (l) and (n) (ii), on payment of $0.50 or a lesser sum the credit union prescribes, for each record, document or instrument examined.

(4) The records, documents or instruments may be examined during normal business hours, but, in the case of examination by any person other than a director, the credit union may, by ordinary resolution, impose reasonable restrictions, provided that not less than 2 consecutive normal business hours in each day, Saturday and holidays excepted, are allowed for examination.

Copies

39.44 A person entitled to examine a record, document or instrument of the credit union under section 39.43 is entitled to require the credit union to furnish the person with a copy on payment of a reasonable charge not exceeding the sum of $0.50 for every page copied.

Copy of constitution and rules for member

39.45 A member or auxiliary member of a credit union is entitled on request and without charge to a copy of the constitution and rules.

Form of records

39.46 (1) Records and registers that are required by this Act or the Financial Institutions Act to be prepared and maintained by or on behalf of a credit union may be in a bound or looseleaf form, or entered or recorded by any system of mechanical or electronic data processing, or by any other information storage device from which the credit union is capable of reproducing, in a reasonable time, any required information in intelligible form.

(2) Minutes that are required by this Act or the Financial Institutions Act to be kept by a credit union must be kept in a bound or looseleaf book.

(3) A credit union and its agents must take adequate precautions with respect to the records and registers required by this Act or the Financial Institutions Act to be prepared and maintained so as to

(a) avoid loss, mutilation or destruction,

(b) avoid falsification of entries, and

Division 3 — Accounting Records

Accounting records required

39.47 (1) A credit union must keep proper accounting records in respect of all financial and other transactions of the credit union, and, without limiting the generality of the foregoing, must keep records of

(a) every sum of money received and disbursed by the credit union and the matters in respect of which the receipt and disbursement take place,

(b) every sale and purchase by the credit union,

(d) every other transaction affecting the financial position of the credit union.

(2) Without limiting section 133 of the Financial Institutions Act, the accounting records of a credit union must be kept at a place determined by the directors, but the registrar may order that the accounting records be kept in British Columbia.

(3) The accounting records of a credit union must be open to the inspection of any director during the normal business hours of the credit union.

(4) Subject to the rules or an ordinary resolution, the directors may determine to what extent, at which times and places and under what conditions the accounting records of the credit union must be open to the inspection of members or auxiliary members.

Division 4 — Financial Statements

Financial statements for members

39.48 (1) A credit union, not less than 10 days before the date of its annual general meeting, must send a copy of the financial statements referred to in section 74.1 and the auditor's report on the financial statements to the auditor and each member and auxiliary member

(a) by prepaid post to the latest address shown for the recipient on the register of members and auxiliary members, or

(b) if the intended recipient has provided an email address for the purposes of receiving such records, by email to that address.

(2) A credit union, on demand by a debentureholder of the credit union, must furnish the debentureholder with a copy of the credit union's latest financial statements and a copy of the auditor's report on the financial statements.

Approval for publication

39.49 (1) Financial statements, or interim financial statements, issued, published or circulated by a credit union must be first approved by the directors, and the approval evidenced by the signatures of 2 directors.

(2) Financial statements issued, published or circulated by a credit union

(a) that are to be presented to an annual general meeting must have attached the auditor's report required under Part 2.3,

(b) must have attached every auditor's report made in respect of the financial statements, and

(c) must not, unless the financial statements have been audited and an auditor's report has been made, purport to be audited financial statements.

Part 2.3 — Audits

Division 1 — Appointment of Auditor

Auditor

39.5 (1) The directors of a credit union may appoint the first auditor of the credit union to hold office until the close of the first annual general meeting.

(2) The credit union, at each annual general meeting, must appoint an auditor to hold office until the close of the next annual general meeting, and if, at that meeting, an appointment is not made, the auditor in office continues as auditor until a successor is appointed.

(3) The directors may fill any casual vacancy in the office of auditor.

(4) If for any reason no auditor is appointed, on the application of a member, auxiliary member, debentureholder or creditor of the credit union, the Supreme Court may appoint an auditor to hold office until the close of the next annual general meeting and set the remuneration to be paid by the credit union for the auditor's services.

(5) The credit union must promptly give notice in writing to an auditor of the auditor's appointment.

Qualifications

39.51 The auditor of a credit union must be

(a) a person who is a member, or a partnership whose partners are members, in good standing of the Canadian Institute of Chartered Accountants, or the Certified General Accountants Association of British Columbia, or

(b) a person who is certified under section 222 of the Business Corporations Act by the Auditor Certification Board continued under section 221 of that Act.

Persons not qualified as auditors

39.52 (1) A person must not be the auditor of a credit union if the person is not independent of the credit union, its affiliates and its directors and officers.

(2) For the purposes of this section, independence is a question of fact, but

(a) a person is not independent who is a director, officer or employee of the credit union or of an affiliate of the credit union, or who is a partner, employer or employee of that director, officer or employee, or who is a member of the immediate family of that director or officer,

(b) a person is not independent if the person, a member of the person's immediate family, the person's partner, or a member of the immediate family of the person's partner, beneficially owns or controls, directly or indirectly, any interest in an equity share or a debt obligation of the credit union or of any of the credit union's affiliates, and

(c) a person is not independent who is appointed a trustee of the estate of the credit union under the Bankruptcy and Insolvency Act (Canada) or who is a partner, employer or employee of, or a member of the immediate family of, that trustee.

(3) For the purposes of subsection (2),

(a) the immediate family of the person referred to includes

(i) his or her spouse, parent and child, and

(ii) any relative of the person, or his or her spouse, who resides with the person, and

(b) a partner of the person referred to means any person with whom the person carries on in partnership the profession of public accounting.

(4) An auditor, within 90 days after becoming aware that the auditor's appointment as auditor contravenes this section, must either

(a) eliminate the circumstances that cause the auditor to be in contravention, or

(b) resign as auditor.

(5) If an auditor contravenes this section, any interested party may apply to the Supreme Court, whether or not the period referred to in subsection (4) has expired, for an order that the auditor be removed on terms and conditions the court considers appropriate.

Remuneration

39.53 The remuneration of the auditor of a credit union must be set by ordinary resolution or, if the credit union so resolves, by the directors, but the remuneration of an auditor appointed before the first annual general meeting or to fill any casual vacancy may be set by the directors.

Removal of auditor

39.54 (1) A credit union may, by ordinary resolution passed at a general meeting duly called for the purpose, remove an auditor before the expiration of the auditor's term of office, and must by ordinary resolution at that meeting appoint another auditor in the auditor's stead for the remainder of the auditor's term.

(2) A credit union, before calling a general meeting for the purpose specified in subsection (1), but not less than 14 days before the mailing of the notice of the meeting, must give to the auditor

(a) written notice of the intention to call the meeting, specifying the date on which the notice of the meeting is proposed to be mailed, and

(b) a copy of all material proposed to be sent to members in connection with the meeting.

(3) An auditor has the right to make to the credit union, not less than 3 days before the mailing of the notice of the meeting, representations in writing respecting the auditor's proposed removal as auditor, and the credit union, at the credit union's expense, must forward with the notice of the meeting a copy of those representations to each member.

Notice of proposed change

39.55 (1) The directors of a credit union must not propose, at an annual general meeting, the appointment of an auditor other than the incumbent auditor unless notice of that proposed appointment is contained in the notice of the meeting.

(2) If the notice of the meeting contains the notice referred to in subsection (1),

(a) the credit union must, not less than 14 days before the mailing of the notice of the meeting, give to the incumbent auditor written notice of the intention of the directors not to recommend the auditor's reappointment at the annual general meeting, specifying in the written notice the date on which the notice of the meeting is proposed to be mailed, and

(b) the incumbent auditor has the right to make to the credit union, not less than 3 days before the mailing of the notice of the meeting, representations in writing respecting the proposal not to reappoint the incumbent as auditor, and the credit union, at the credit union's expense, must forward with the notice of the meeting a copy of those representations to each member.

Division 2 — Audit Committee

Appointment and procedures

39.56 (1) The directors of a credit union must elect at their first meeting following each annual general meeting a committee, to be known as the audit committee, composed of not fewer than 3 directors, of which a majority of the members must not be officers or employees of the credit union or of an affiliate of the credit union, to hold office until the next annual general meeting.

(2) The members of the audit committee must elect a chair from among themselves and, subject to section 103 of the Financial Institutions Act, may determine the committee's procedure.

(3) In addition to the requirements of subsection (5), the audit committee of a credit union must review

(a) returns of the credit union that are to be filed with the superintendent under section 127 (1) of the Financial Institutions Act,

(b) reports that have been made by the auditor under section 123 of the Financial Institutions Act, and

(4) If, under this Act or the Financial Institutions Act, financial statements or a return requires the approval of the directors, that approval must not be given until

(a) the audit committee has reviewed and reported on those financial statements or that return, and

(b) the directors have received the report.

(5) Before financial statements that are to be submitted to an annual general meeting are considered by the directors, the financial statements must be submitted to the audit committee for review with the auditor, and, after that, the report of the audit committee on the financial statements must be submitted to the directors.

(6) The auditor must be given notice of, and has the right to appear before and to be heard at, every meeting of the audit committee, and must appear before the audit committee when requested to do so by the committee.

(7) On the written request of the auditor, of a member of the audit committee or of any director, the chair of the audit committee must convene a meeting of the audit committee to consider any matters the auditor, member or director, as the case may be, believes should be brought to the attention of the directors or members.

Division 3 — Duties and Rights of Auditors

Annual audit

39.57 (1) The auditor must make an examination that will enable the auditor to report to the members as required under subsection (2).

(2) The auditor must make a report to the members on the financial statements, other than the part that relates to the period referred to in section 74.1 (a) (ii), that are to be placed before the credit union at any annual general meeting during the auditor's term of office, and must state in the report whether, in the auditor's opinion,

(a) the financial statements present fairly the financial position of the credit union and the results of its operations for the period under review, and

(b) the financial statements are in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding period.

(3) If the financial statements contain a statement of changes in net assets or a statement of source and application of funds, the auditor must state in the auditor's report whether, in the auditor's opinion, the statement of changes in net assets or the statement of source and application of funds presents fairly that information.

Negative audit report

39.58 If the report of the auditor under section 39.57 does not contain the unqualified opinion required by it, the auditor must state the reasons in the report.

Audited statements of subsidiaries

39.59 Whether or not the assets and liabilities and income and expense of any one or more subsidiaries of a holding credit union are included in the financial statements of the holding credit union, the report of the auditor of the holding credit union required by this Part may refer to the reports of the auditors of one or more of the subsidiaries, but the reference does not derogate from the duty of the auditor of the holding credit union to comply with section 39.57 (1).

Auditor's attendance

39.6 A member of a credit union may, whether or not entitled to vote at a meeting of the credit union, by notice in writing to the credit union given not less than 5 days before a meeting at which the financial statements of the credit union are to be considered or the auditor is to be appointed or removed, require the attendance of the auditor at the meeting at the expense of the credit union and, in that event, the auditor must attend the meeting.

Procedure

39.61 (1) At any general meeting, the auditor, if present, must answer inquiries directed to the auditor concerning the financial statements of the credit union and the opinion on the financial statements stated in the auditor's report.

(2) At the request of any member attending the annual general meeting, the report of the auditor must be read to the meeting.

Amendment of financial statements and report

39.62 (1) If facts come to the attention of the officers or directors of a credit union

(a) that could reasonably have been determined before the date of the last annual general meeting, and

(b) that, if known before the date of the last annual general meeting, would have required a material adjustment to the financial statements presented to the meeting,

the officers or directors must communicate the facts to the auditor who reported to the members under this Part and the directors must promptly amend the financial statements and deliver the financial statements to the auditor and to the superintendent.

(2) Whether through communication described in subsection (1) or by any other means, if facts described in subsection (1) (a) and (b) come to the attention of the auditor and the auditor considers it necessary to amend the report in respect of the financial statements presented to the last annual general meeting, the auditor must

(a) inform the superintendent in writing, and

(b) amend the report so that it complies with this Part.

(3) If the auditor amends the report under subsection (2), the directors must send to the members a copy of the amended report and a statement explaining the effect of the amendment on the financial position and results of the operations of the credit union

(a) by prepaid post to the latest address shown for the recipient on the register of members and auxiliary members, or

(b) if the intended recipient has provided an email address for the purposes of receiving such records, by email to that address.

Access to information

39.63 (1) On the demand of an auditor of a credit union, a person who is or has been a director, officer, employee or agent of a credit union or a credit union's subsidiary must, to the best of the person's ability to do so,

(a) furnish all information and explanations to the auditor, and

(b) allow the auditor access to, and furnish to the auditor copies of, records, documents, books, accounts and vouchers of the credit union and of the credit union's subsidiaries, if any,

as the auditor considers necessary for the purpose of any examination or report that the auditor is permitted or required to make under this Act or the Financial Institutions Act.

(2) A person who in good faith makes any communication under this section is not liable in a civil action only because of making the communication.

Information as to foreign subsidiaries

39.64 If a subsidiary referred to in section 39.63 is a corporation to which this Act does not apply, the holding credit union must make available to the auditor of the holding credit union the records, documents, instruments, accounts and vouchers of that subsidiary and must require the directors, officers and employees of that subsidiary to make available to the auditor of the holding credit union the information and explanations referred to in section 39.63.

Right to attend general meetings

39.65 The auditor of a credit union is entitled to attend any general meeting of the credit union and to receive every notice and other communication relating to the meeting that a member or auxiliary member is entitled to receive, and is entitled to be heard at any general meeting that the auditor attends on any part of the business of the meeting that concerns the auditor in that capacity, or that concerns the financial statements of the credit union.

Qualified privilege

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

Part 2.4 — Alteration of Constitution and Rules

Definition

39.7 In this Part, "alter" includes create, add to, vary and delete.

Commission's consent

39.71 The registrar must not accept for filing

(a) a resolution, referred to in section 39.72 (2), to alter the constitution of a credit union, or

(b) a resolution, referred to in section 39.74 (1), to alter the rules of a credit union

without first receiving the consent of the commission.

Powers to alter constitution

39.72 (1) If there is an express provision in this Act permitting a credit union to alter the credit union's constitution, the constitution may be altered in the cases and to the extent permitted by that provision, so long as the altered constitution complies with this Act.

(2) A credit union that wishes to alter its constitution as permitted by subsection (1) must file a certified copy of the resolution altering the constitution, together with a copy of the constitution as amended by the alteration.

(3) A resolution to alter the constitution of a credit union takes effect

(a) if every other requirement of this Act relating to the proposed alteration is complied with, on the date that a certified copy has been accepted for filing by the registrar, or

(b) on the date specified in the resolution,

whichever is later.

Copies to include alterations

39.73 If the constitution of a credit union is altered, every copy of the constitution issued on or after the date the alteration takes effect must contain the alteration.

Powers to alter rules

39.74 (1) Subject to this Act and a credit union's constitution, the credit union may, if the rules as altered would, at the time of the filing, comply with this Act, alter the credit union's rules by filing with the registrar a certified copy of a special resolution altering the rules.

(2) A resolution to alter the rules of a credit union takes effect

(a) if every other requirement of this Act relating to the proposed alteration is complied with, on the date that a certified copy has been accepted for filing by the registrar, or

(b) on the date specified in the resolution,

whichever is later.

(3) An alteration made in compliance with subsections (1) and (2) is as valid as if originally contained in the rules.

Copies to include alterations

39.75 If the rules of a credit union are altered, every copy of the rules issued on or after the date the alteration takes effect must contain the alteration.

Altering restrictions

39.76 A credit union may, by special resolution, alter its constitution by altering any restriction on the business carried on or to be carried on by the credit union, or on its powers.

Procedure and effect

39.77 (1) A credit union, by special resolution, may alter its constitution by changing the credit union's name to a name approved by the superintendent.

(2) On the registrar accepting for filing a certified copy of the resolution referred to in subsection (1), the registrar must issue a certificate showing the change of name and the date the change of name is effective and must publish in the Gazette or in any other prescribed manner notice of change of name.

(3) No change of the name of a credit union affects any of the credit union's rights or obligations, or renders defective any legal proceedings by or against it, and any legal proceedings that may have been continued or commenced against the credit union under its former name may be continued or commenced against the credit union under its new name.

38 The following sections are added:

Kinds of shares

55.1 (1) The authorized capital of a credit union consists of shares with par value, or shares without par value, or both kinds of shares.

(2) The authorized capital must be described in the constitution, which must state the aggregate number of shares that the credit union may issue and,

(a) if the shares are of one kind only, the par value of each share or a statement that the shares are without par value, or

(b) if the shares are of both kinds, the number of shares of each kind, the par value of each share having par value and a statement that the other kind of shares are without par value.

(3) If shares in a credit union are of both kinds of shares, the shares with par value must be a class or classes of shares distinct from the shares without par value.

(4) Every share without par value must be equal to every other share without par value, subject to special rights or restrictions attached to any such share under the constitution or rules or under this Act.

(5) The par value of shares must be expressed in Canadian currency.

(6) A share in a credit union is personal estate.

Price or consideration for shares

55.2 (1) Subject to section 55.5, no equity shares with par value may be allotted or issued except at a price or for a consideration at least equal to the product of the number of equity shares allotted or issued multiplied by their par value.

(2) No equity shares without par value may be allotted or issued at a price or for a consideration less than,

(a) if the constitution or rules authorize the directors to determine the price or consideration, the price or consideration determined by the directors, or

(b) if there is no provision in the constitution or rules as mentioned in paragraph (a), the price or consideration determined by special resolution,

and the capital of the credit union is, with respect to those shares, an amount equal to at least the aggregate amount of the price or consideration paid to the credit union on or for those equity shares that are issued, together with amounts that may be added to that capital by ordinary resolution.

(3) Even if the price or consideration for an equity share may be other than cash, the price or consideration for an equity share may, at the time when the equity share is allotted, be expressed in terms of money and so recorded in the proceedings of the directors of the credit union.

Shares to be fully paid

55.3 (1) No equity share may be issued until it is fully paid.

(2) An equity share is not fully paid until the credit union has received the full consideration for the equity share in cash, property or services.

(3) For the purposes of subsection (2),

(a) a document evidencing indebtedness of the allottee does not constitute property,

(b) services are past services actually performed for the credit union,

(c) the value of property or services is an amount set by resolution of the directors that is, in all circumstances of the transaction, no greater than fair market value, and

(d) the full consideration received for an equity share issued by way of dividend is the amount declared by the directors to be the amount of the dividend.

Liability of directors

55.4 Every director is jointly and severally liable to compensate the credit union and any equity shareholder for any loss, damage and costs sustained by the credit union or the equity shareholder by reason of the allotment or issue of an equity share in contravention of section 55.2 or 55.3.

Commissions and discounts

55.5 (1) A credit union, if authorized by its constitution or rules, may pay a commission or allow a discount to a person in consideration of the person subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for the credit union's shares, but the commission and discount in the aggregate must not exceed 25% of the subscription price.

(2) Subject to subsection (1), a credit union must not apply any of its equity shares or capital money, either directly or indirectly, in payment of a commission, discount or allowance to a person in consideration of the person subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for equity shares in the credit union.

39 Section 58 (2) is amended by striking out "has one vote in respect of each share held by that holder." and substituting "of equity shares in the class of equity shares in relation to which the vote is being held has one vote in respect of each equity share of that class of equity shares held by that holder."

40 Section 59 (1) (b) and (c) and (4) (c) is amended by adding "equity" before "shares" wherever it appears.

41 The following sections are added:

Certificate as evidence of title

61.1 A share certificate issued by the credit union and signed as required by section 61.2 evidencing equity shares held by an equity shareholder is proof in the absence of evidence to the contrary of the title of the equity shareholder to the shares.

Signature on certificate

61.2 A share certificate of a credit union must be signed manually by at least one officer or director of the credit union, or by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the credit union, and any additional signatures may be printed or otherwise mechanically reproduced and, in that event, a certificate so signed is as valid as if signed manually.

Lost or destroyed certificates

61.3 Section 92 of the Securities Transfer Act applies to lost or destroyed certificates.

Liability of equity shareholders

61.4 (1) The liability of an equity shareholder for an equity share held by the equity shareholder is limited,

(a) in the case of an equity share with par value, to the amount unpaid on the equity share, and

(b) in the case of an equity share without par value, to the amount unpaid on the equity share of the price or consideration for which that equity share was issued by the credit union,

but an equity shareholder is not personally liable for more than the amount actually agreed to be paid for an equity share held by the equity shareholder.

(2) Money payable by an equity shareholder to the credit union under the constitution or rules is a debt due from the equity shareholder to the credit union of the nature of a specialty debt.

(3) No equity shareholder of a credit union is personally liable for the debts, obligations or acts of the credit union.

Powers of personal representative

61.5 (1) Despite the constitution or rules of a credit union, the personal or other legal representative or trustee in bankruptcy of an equity shareholder, although not registered as a member or auxiliary member, has the rights, privileges and obligations that attach to the equity shares held by the equity shareholder if the appropriate evidence of appointment or incumbency within the meaning of section 87 of the Securities Transfer Act is provided to the credit union.

(2) Subsection (1) of this section does not apply on the death of an equity shareholder for equity shares registered in the equity shareholder's name and the name of another person in joint tenancy.

Documents for transmission

61.6 If a person applies to a credit union or the credit union's transfer agent to effect a transmission of shares or other securities, the person must produce the following:

(a) a declaration of transmission made by a personal or other legal representative or trustee in bankruptcy stating the particulars of the transmission;

(b) the share certificate or security registered in the name of the deceased or bankrupt, and any assurances referred to in section 87 of the Securities Transfer Act that are required by the credit union;

(i) the original or a court certified copy of the grant of probate or grant of administration, or

(ii) the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest;

(d) in the case of bankruptcy, a copy of the court order or of the assignment in bankruptcy and a copy of the instrument appointing the trustee in bankruptcy;

(e) in any other case,

(i) if the person making the declaration of transmission referred to in paragraph (a) was appointed by a court, appropriate evidence of appointment or incumbency within the meaning of paragraph (a) of the definition of "appropriate evidence of appointment or incumbency" in section 87 (3) of the Securities Transfer Act, and

(ii) if that person was not appointed by a court, appropriate evidence of appointment or incumbency within the meaning of paragraph (b) of the definition of "appropriate evidence of appointment or incumbency" in section 87 (3) of the Securities Transfer Act.

Effect of documents provided

61.7 If a personal or other legal representative, or a trustee in bankruptcy, of an equity shareholder of a credit union applies to the credit union or the credit union's transfer agent under section 61.6 to become or to designate another person to become a registered member or auxiliary member of the credit union, provision to the credit union or transfer agent of the records required under that section for the application is, despite the constitution or rules, sufficient authority to enable the credit union or transfer agent to register the applicant or the person designated by the applicant, as the case may be, as a registered member or auxiliary member of the credit union.

42 Section 64 is amended

(a) by adding the following subsection:

(1.1) The Securities Transfer Act does not apply to the transfer of membership shares of a credit union. ,

(b) in subsection (2) by striking out "in respect of a membership share, an equity share" and substituting "a membership share", and

43 The following sections are added:

Information for annual general meeting

74.1 The directors of a credit union must place before each annual general meeting

(a) financial statements prepared under section 129 of the Financial Institutions Act relating to

(i) the period that began on the date of incorporation and ended as of the close of the credit union's first financial year or, if the credit union has completed a financial year, the latest completed financial year, as the case may be, the financial statements to be made up to a date not more than 6 months before the annual general meeting before which the financial statements are placed, and

(ii) the period, if any, that is the financial year next preceding the latest completed financial year,

(b) the report of the auditor,

(d) any further information respecting the credit union that the rules require or that the Lieutenant Governor in Council may prescribe.

Minutes

75.1 (1) A credit union must cause minutes of all proceedings at general meetings, class meetings and meetings of its directors and of committees of its directors to be kept.

(2) The minutes referred to in subsection (1), if purported to be signed by the chair of the meeting at which the proceedings were taken or by the chair of the next succeeding meeting, are evidence of the proceedings.

(3) If minutes of a meeting have been entered and signed in accordance with this section,

(a) the meeting is deemed to have been duly held and convened,

(b) all proceedings at the meeting are deemed to have been duly taken, and

until the contrary is proved.

44 Section 78 (5) is amended by striking out "delivery, it is deemed" and substituting "delivery of it is deemed".

45 Section 80 is amended

(a) by renumbering the section as section 80 (1), and

(b) by adding the following subsection:

(2) A reference in the constitution or rules of a credit union to an extraordinary resolution is deemed to be a reference to a special resolution.

46 The following sections are added to Part 4:

Form and effect of contracts

82.1 (1) A contract that, if made between individuals, would by law be required to be in writing and under seal, may be made for a credit union in writing under seal and, in the same manner, may be varied or discharged.

(2) A contract that, if made between individuals, would by law be required to be in writing and signed by the parties to be charged, may be made for the credit union in writing signed by a person acting under the credit union's authority, express or implied, and, in the same manner, may be varied or discharged.

(3) A contract that, if made between individuals, would by law be valid although made orally and not reduced to writing, may be made in the same manner for the credit union by a person acting under the credit union's authority, express or implied, and, in the same manner, may be varied or discharged.

(4) A contract made according to this section is effectual in law, and binds the credit union, the credit union's successors and all other parties to the contract.

(5) A bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of a credit union if made, accepted or endorsed in the name of, or by, or on behalf of, or on account of, the credit union by a person acting under the credit union's authority.

Authentication of documents

82.2 A document that requires authentication or certification by a credit union may be authenticated or certified by a director or officer of the credit union, or by the solicitor for the credit union, and need not be under the credit union's common seal.

Liability of insiders

82.3 (1) In this section:

"associate", if used to indicate a relationship with a person, means

(a) a corporation of which that person beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all shares of the corporation for the time being outstanding carrying voting rights that are at that time capable of being exercised,

(b) a partner of that person,

(c) a trust or estate in which that person has a substantial beneficial interest or for which that person serves as trustee or in a similar capacity,

(d) a spouse, son or daughter of that person, or

(e) a relative of that person or of that person's spouse, other than a relative referred to in paragraph (d), who has the same home as that person;

"insider of a credit union" means

(a) any director or senior officer of the credit union or his or her associate, or

(b) the credit union itself,

and every director or senior officer of a credit union that is itself an insider of a credit union is an insider of the credit union.

(2) An insider or affiliate of an insider of a credit union who, in connection with a transaction relating to any share of the credit union or any debt obligation of the credit union, makes use of any specific confidential information for the benefit or advantage of the insider or affiliate or of any associate or affiliate of the insider or affiliate, that, if generally known, might reasonably be expected to affect materially the value of the share or the debt obligation, is

(a) liable to compensate any person for any direct loss suffered by the person as a result of the transaction, unless the information was known or ought reasonably to have been known to the person at the time of the transaction, and

(b) accountable to the corporation for any direct benefit or advantage received or receivable by the insider or affiliate, as the case may be, as a result of the transaction.

47 The following Part is added:

Part 4.1 — Debentures

Interpretation

82.4 (1) In this Part, "debenture" does not include

(a) an assignment of book accounts within the meaning of the Book Accounts Assignment Act, R.S.B.C. 1979, c. 32,

(b) a mortgage of land only, or

(c) an instrument charging personal property only and required to be registered under the Chattel Mortgage Act, R.S.B.C. 1979, c. 48.

(2) This Part does not apply in respect of a mortgage or debenture issued by a credit union before June 25, 1975, but, despite any limitation as to time, a credit union may register a mortgage or debenture issued by the credit union before then, and, on registration, this Part does apply in respect of the mortgage or debenture.

Enforcement of contract to take debentures

82.5 A contract with the credit union to take up and pay for a debenture of the credit union may be enforced by an order for specific performance.

Validity of perpetual debenture

82.6 Despite any rule of equity to the contrary, no condition contained in a debenture, or in a deed for securing a debenture, is invalid merely because the debenture is made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long.

Issue of redeemed debenture

82.7 (1) If a credit union redeems a debenture that was previously issued as one of a series,

(a) unless an express or implied provision to the contrary is contained in the debenture, the rules or a contract entered into by the credit union, or

(b) unless the credit union has, by a resolution of the members, manifested the credit union's intention that the debenture be cancelled,

the credit union has, and is deemed always to have had, power to reissue the debenture, either by reissuing the same debenture or by issuing another debenture in its place, and

(d) if the debenture was first issued before January 1, 1977,

on the reissue the person entitled to the debenture has, and is deemed always to have had, the same priority as if the debenture had never been redeemed.

(2) If a credit union redeems a debenture and has the power to reissue the debenture, particulars of that debenture must be included in the balance sheet of the credit union.

(3) If a credit union has issued or deposited a debenture created by the credit union to secure advances on current account or otherwise, the debenture is not deemed to have been redeemed merely because any of the advances are repaid, or that the account of the credit union ceases to be in debit, while the debenture remains issued or deposited.

(4) The reissue of a debenture or the issue of another debenture in its place under this section is deemed not to be the issue of a new debenture for the purpose of a provision limiting the amount or number of debentures to be issued.

48 The following heading is added to Part 5 before section 83:

Division 1 — Directors .

49 Section 83 is amended

(a) in subsection (1) by striking out "registration" and substituting "the filing", and

(b) in subsection (6) by striking out "section 125 (2) of the Company Act" and substituting "section 84.22 (2)".

50 The following sections are added to Division 1 of Part 5:

Conditions of election or appointment of director

84.1 (1) No election or appointment of a person as a director is valid unless

(a) the person consented in writing to act as a director before the election or appointment, or

(b) the person, if elected or appointed at a meeting, was present and did not refuse at the meeting to act as a director.

(2) A consent in writing given under subsection (1) (a) is only effective until the next following annual election or appointment of directors unless the consent states it is effective until

(a) revoked, or

(b) a date or time stated in the consent.

Credit union to file returns as to directors

84.11 A credit union, within 14 days after the appointment or election of a director, must file with the registrar a notice, in a form established by the registrar, of the appointment or election, but no filing is necessary for a director who ceases to be a director and is re-elected or reappointed on the same day.

Persons disqualified as directors

84.12 (1) No person is qualified to become or to act as a director of a credit union who is

(a) under the age of 19 years,

(b) found to be incapable of managing the person's own affairs by reason of mental infirmity,

(d) an undischarged bankrupt,

(e) unless the Supreme Court orders otherwise, convicted in or out of British Columbia of an offence

(i) in connection with the promotion, formation or management of a corporation, or

(ii) involving fraud

unless 5 years have elapsed since the expiration of the period fixed for suspension of the passing of sentence without sentencing or since a fine was imposed, or the term of imprisonment and probation imposed, if any, was concluded, whichever is the latest, but the disability imposed by this paragraph ceases on a pardon being granted under the Criminal Records Act (Canada), or

(f) a person whose registration in any capacity has been cancelled under

(i) the Securities Act by either the British Columbia Securities Commission or the executive director appointed under section 8 of that Act, or

(ii) the Mortgage Brokers Act by the Commercial Appeals Commission, the Financial Services Tribunal or the registrar under that Act,

unless the person or body that cancelled the registration otherwise orders at the time of cancellation, or unless 5 years have elapsed since the cancellation of the registration.

(2) An order must not be made under subsection (1) (e) and (f) unless notice of the application for the order is given to the registrar and superintendent, who may appear as a party to the application.

Share qualification

84.13 (1) Without limiting section 83 (3), a director who is by the rules of a credit union required to hold a specified share qualification, in this section called the "share qualification", and who is not already qualified, must obtain the share qualification within

(a) 2 months after the director's election or appointment, or

(b) the time set by the rules,

whichever first occurs.

(2) The office of director is vacated if the director

(a) does not, within the time provided in subsection (1), obtain the share qualification, or

(b) at any time after the expiration of the time provided in subsection (1), ceases to hold the share qualification,

and a person vacating office under this section is incapable of being a director of the credit union until the person obtains the share qualification.

Register of directors

84.14 A credit union must keep a register of its directors and enter in the register

(a) the full names and resident addresses of the directors,

(b) the date on which each director was elected or appointed,

(d) the name of any office in the credit union held by a director and the date of appointment to the office and the date on which the director ceases to hold office.

Powers and functions of directors

84.15 (1) Subject to this Act and the constitution and rules of the credit union, the directors must manage or supervise the management of the affairs and business of the credit union.

(2) No limitation or restriction on the powers or functions of the directors is effective against a person who does not have knowledge of the limitation or restriction.

No exculpation

84.16 The provisions of a contract, the constitution or rules, or the circumstances of a director's appointment do not relieve the director from the duty to act in accordance with this Act and the Financial Institutions Act, and the regulations under both Acts, or from any liability that by virtue of any rule of law would otherwise attach to the director in respect of any negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the credit union.

Director to disclose interest

84.17 (1) A director of a credit union who, in any way, directly or indirectly, is interested in a proposed contract or transaction with the credit union must disclose the nature and extent of the director's interest at a meeting of the directors.

(2) The disclosure required by subsection (1) must be made

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

(b) if the director was not, at the time of the meeting referred to in paragraph (a), interested in a proposed contract or transaction, at the first meeting after the director becomes interested, or

(3) For the purpose of this section, a general notice in writing given by a director of a credit union to the other directors of the credit union to the effect that the director is a member, auxiliary member, director or officer of a specified corporation, or that the director is a partner in, or owner of, a specified firm, and that the director has an interest in a specified corporation or firm, is a sufficient disclosure of interest to comply with this section.

(4) A director of a credit union is not deemed to be interested or to have been interested at any time in a proposed contract or transaction merely because

(a) if the proposed contract or transaction relates to a loan to the credit union, the director or a specified corporation or specified firm in which the director has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan,

(b) if the proposed contract or transaction has been or will be made with or for the benefit of an affiliated corporation, the director is a director or officer of that corporation,

(c) the proposed contract or transaction relates to an indemnity under section 102 of the Financial Institutions Act or to insurance under that section, or

(d) the proposed contract or transaction relates to the remuneration of a director in that capacity.

Director liable to account

84.18 (1) A director referred to in section 84.17 (1) must account to the credit union for any profit made as a consequence of the credit union entering into or performing the proposed contract or transaction, unless

(a) he or she discloses his or her interest as required by section 84.17,

(b) after his or her disclosure the proposed contract or transaction is approved by the directors, and

or unless

(d) the contract or transaction was reasonable and fair to the credit union at the time it was entered into, and

(e) after full disclosure of the nature and extent of his or her interest, the contract or transaction is approved by special resolution.

(2) Unless the rules otherwise provide, a director referred to in section 84.17 (1) must not be counted in the quorum at a meeting of the directors at which the proposed contract or transaction is approved.

Validity

84.19 The circumstance that a director is, in any way, directly or indirectly, interested in a proposed contract or transaction, or a contract or transaction, with the credit union does not make the contract or transaction invalid, but, if the matters referred to in section 84.18 (1) (a) to (c) or section 84.18 (1) (d) and (e) have not occurred, the Supreme Court, on the application of the credit union or any interested person, may enjoin the credit union from entering into the proposed contract or transaction, or set aside the contract or transaction, or make any other order that the court considers appropriate.

Disclosure of conflict of office or property

84.2 (1) A director of a credit union who holds any office, or possesses any property, whereby, whether directly or indirectly, a duty or interest might be created in conflict with the director's duty or interest as a director of the credit union, must declare at a meeting of the directors of the credit union the fact, and the nature and extent of the conflict.

(2) The declaration must be made by a director referred to in subsection (1) at the first meeting of the directors held

(a) after he or she becomes a director, or

(b) if he or she is already a director, after he or she began to hold the office or possess the property.

Validity of acts of director

84.21 An act of a director and officer is valid, despite any defect that may afterwards be discovered in the director's or officer's appointment, election or qualification.

Resolution of directors in writing

84.22 (1) A resolution of the directors or of any committee of the directors may not be passed without a meeting, except as permitted by subsection (3).

(2) If the rules provide for it, a meeting of directors or of a committee of directors may be held by

(a) telephone, or

(b) other communications facilities

that permit all participants in the meeting to hear each other, and a director who participates in the meeting by those means must be counted as present at the meeting.

(3) Unless the rules provide otherwise, a resolution of the directors or of any committee of the directors may be passed without a meeting if all the directors, or the members of the committee, as the case may be, consent to the resolution in writing and the consent is filed with the minutes of proceedings of the directors or the committee.

Directors' liability

84.23 (1) Directors of a credit union who vote for, or consent to, a resolution authorizing

(a) a commission or discount contrary to section 55.5, or

(b) an act contravening section 12.1 in respect of which the credit union has paid compensation to any person

are jointly and severally liable to the credit union to make good any loss or damage suffered by the credit union as a result.

(2) The liability imposed by subsection (1) is in addition to and not in derogation of any liability imposed on a director by any other Act, regulation or rule of law.

(3) For the purposes of this section, a director of a credit union who is present at a meeting of directors, or of a committee of directors, is deemed to have consented to a resolution referred to in subsection (1) passed at the meeting unless

(a) the director's dissent is entered in the minutes of the meeting,

(b) the director's written dissent is delivered to the secretary of the meeting before the meeting's adjournment, or

(c) the director's written dissent is delivered or sent by registered mail to the registered office of the credit union immediately after the adjournment of the meeting.

(4) A director who votes for a resolution referred to in subsection (1) is not entitled to dissent under subsection (3).

(5) A director who is not present at a meeting of directors, or of a committee of directors, at which a resolution referred to in subsection (1) is passed is deemed to have consented to the resolution, unless within 7 days after becoming aware of the resolution the director mails his or her written dissent by registered mail or delivers the written dissent to the registered office of the credit union.

(6) The secretary of the credit union, on receipt of a written dissent, must certify on the written dissent the date, time and place the dissent is received at the registered office and must keep the dissent with the minutes of the meeting at which the resolution was passed.

(7) In an action to enforce a liability imposed by subsection (1), the Supreme Court, on the application of the credit union or any defendant, may join as a defendant any person who has received a benefit as a result of the resolution complained of and may make that person liable to the credit union jointly and severally with the directors to the extent of the amount paid to that person.

(8) No director of a credit union is liable under subsection (1) if the director

(a) proves that the director did not know and could not reasonably have known that the act authorized by the resolution was contrary to this Act, or

(b) relies and acts in good faith on statements of fact represented to the director by an officer of the credit union to be correct, or on statements contained in a written report of the auditor of the credit union.

Ceasing to hold office

84.24 (1) A director ceases to hold office when his or her term expires in accordance with the rules or when he or she

(a) dies or resigns,

(b) is removed in accordance with subsection (3),

(d) is removed in accordance with the constitution or rules.

(2) A resignation of a director becomes effective at the time a written resignation is delivered to the registered office of the credit union or at the time specified in the resignation, whichever is later.

(3) A credit union, despite any provision in the constitution or rules, may,

(a) by special resolution, remove a director before the expiration of the director's term of office, and

(b) by ordinary resolution, appoint another person in that director's stead.

Vacancy and quorum

84.25 (1) Unless the rules otherwise provide, a casual vacancy that occurs among the directors may be filled for the unexpired term by the remaining directors.

(2) If the number of directors of a credit union is reduced below the number set by, or under, the rules as the necessary quorum for directors, the continuing directors may act for the purpose of filling the vacancies up to that number, or of summoning a general meeting of the credit union, but for no other purpose.

(3) If there are no directors, a majority of the members entitled to elect directors may, by instrument in writing, designate one director to exercise the rights of continuing directors under subsection (2).

Notice of cessation

84.26 A credit union, within 14 days after the resignation or removal of a director or the credit union becoming aware of a director of the credit union not being qualified, must file with the registrar a notice, in the form established by the registrar, of the director ceasing to hold office, but no filing is necessary for a director who ceases to be a director and is re-elected or reappointed the same day.

51 The following Division is added to Part 5:

Division 2 — Officers

President and secretary

84.3 (1) A credit union must have a president and a secretary, who must be different persons, and other officers as are provided for by the constitution or rules or by resolution of the directors.

(2) A person who is not qualified under section 84.12 (1) to become a director of a credit union must not be an officer of the credit union.

(3) If the rules do not provide for the election, appointment or removal of officers, the directors

(a) must appoint or elect the secretary,

(b) may appoint or elect other officers, and

(4) The removal of an officer without cause is without prejudice to the officer's contractual rights, but the election or appointment of an officer does not of itself create any contractual rights.

Duty to comply

84.31 A director or officer of a credit union must comply with this Act and the regulations, and with the constitution and rules of the credit union.

Duty to disclose

84.32 An officer of a credit union who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the credit union must disclose in writing to the president the fact and the nature and extent of the conflict.

Duties of secretary

84.33 The secretary of a credit union must

(a) keep or cause to be kept the records of the credit union,

(b) make or cause to be made all required filings for the credit union with the registrar,

(c) file with the registrar, within 14 days after the resolution is passed, a certified copy of every resolution that by this Act does not take effect until the resolution is filed with the registrar, and

(d) perform other duties assigned to the office.

52 The following Part is added:

Part 5.1 — Court Proceedings

Derivative action

84.4 (1) In this section:

"auxiliary member" includes a beneficial owner of an equity share in the credit union, other than a membership share, that has been registered in the name of an auxiliary member;

"complainant" means, in relation to a credit union, a member, auxiliary member or director of the credit union and includes any other person who, in the discretion of the Supreme Court, is a proper person to make an application under this section;

"member" includes a beneficial owner of an equity share in the credit union that has been registered in the name of a member.

(2) A complainant may, with leave of the Supreme Court, bring an action in the name and on behalf of the credit union

(a) to enforce a right, duty or obligation owed to the credit union that could be enforced by the credit union itself, or

(b) to obtain damages for any breach of a right, duty or obligation referred to in paragraph (a),

whether the right, duty or obligation arises under this Act or otherwise.

(3) A complainant, with leave of the Supreme Court, in the name and on behalf of the credit union, may defend an action brought against the credit union.

(4) A complainant, on notice to the credit union, may apply to the Supreme Court for the leave referred to in subsection (2) or (3) and, if

(a) the complainant has made reasonable efforts to cause the directors of the credit union to commence or diligently prosecute or defend the action,

(b) the complainant is acting in good faith,

(d) in the case of an application by a member or auxiliary member, the person was a member or auxiliary member, as the case may be, of the credit union at the time of the transaction or other event giving rise to the cause of action,

the court may require that notice of the application be served on those persons, and may grant the leave on terms the court considers appropriate.

(5) While an action brought or defended under this section is pending, the Supreme Court may,

(a) on the application of a complainant, authorize any person to control the conduct of the action or give any other directions for the conduct of the action, and

(b) on the application of the person controlling the conduct of the action, order, on terms and conditions the court considers appropriate, that the credit union pay the person interim costs, including legal fees and disbursements, for which the person may be made accountable to the credit union by the court on the final disposition of the action.

(6) On the final disposition of the action, the Supreme Court may order that the costs taxed as between a solicitor and the solicitor's own client incurred by

(a) the complainant bringing or defending the action or other person controlling the conduct of the action be paid to the complainant or person by the credit union or other parties to the action, or

(b) the credit union and any director or officer of the credit union be paid to them by the complainant bringing the action or other person controlling the conduct of the action.

(7) An action brought or defended under this section must not be discontinued, settled or dismissed without the approval of the Supreme Court.

(8) An application made or an action brought or defended under this section must not be stayed or dismissed merely because it is shown that an alleged breach of a right, duty or obligation, owed to the credit union, has been or might be approved by the members and auxiliary members of that credit union, but evidence of that approval or possible approval may be taken into account by the Supreme Court in making an order under this section.

Relief

84.41 In any proceeding against a person who is a director, officer, receiver, receiver manager or liquidator of a credit union, if it appears to the Supreme Court that the person is or may be liable in respect of negligence, default, breach of duty or breach of trust, but has acted honestly and reasonably and ought fairly to be excused, the court must take into consideration all the circumstances of the case, including those connected with the person's appointment, and may relieve the person, either wholly or partly, from liability, on the terms the court considers necessary.

Applications to court

84.42 (1) An application to the Supreme Court under this Act must be made by motion and, unless notice is specifically required by this Act, may be brought without notice to any other person.

(2) Despite subsection (1), the Supreme Court may direct that notice of the application be served on those persons the court requires.

Service on credit union

84.43 A document may be served on a credit union

(a) by leaving the document at the registered office of the credit union,

(b) by mailing the document by registered post addressed to the registered office of the credit union,

(d) if a receiver manager has been appointed, by personally serving the receiver manager.

53 Section 93 (2) is amended

(a) by striking out "15,", and

(b) by adding "39.71," after "20 (3),".

54 Section 101 is amended

(a) in subsection (2) (b) by adding "39.46," after "14,",

(b) by adding "or" at the end of subsection (2) (c),

(d) by adding the following subsections:

(5) A person referred to in section 30.3 who contravenes that section commits an offence.

(6) A credit union that contravenes section 39.4, 39.42, 39.47, 39.48, 39.73 or 39.75 commits an offence.

(7) A credit union that contravenes section 84.11 commits an offence and is liable to a fine not exceeding $50 for each day the credit union is in default.

(8) No information may be laid under subsection (7) after the credit union has filed the notice required by section 84.11.

(9) A credit union that contravenes section 84.26 commits an offence and is liable to a fine not exceeding $50 for each day the credit union is in default.

(10) A credit union that issues, publishes or circulates financial statements that do not comply with section 39.49 commits an offence.

(11) A credit union that refuses to permit a person to examine or take extracts from any record, document or instrument or to furnish a person with a copy contrary to sections 39.43 to 39.45 commits an offence, and, in imposing a penalty for the offence, the court may order that an examination or extract be permitted or a copy furnished within a time the court considers appropriate.

(12) A director of a credit union who makes an affidavit under section 25.2 without having reasonable grounds for the opinion that the credit union will be able to pay the credit union's debts in full within the period specified in the affidavit commits an offence.

(13) A person who acts as a director of a credit union and is a person who, because of section 84.12 (1), is not qualified to act as a director of a credit union commits an offence.

(14) A person who acts as an officer of a credit union and is a person who is prohibited by section 84.3 (2) from being an officer commits an offence.

(15) A person who acts as a liquidator and is a person who is not qualified to act as a liquidator commits an offence.

(16) A liquidator who contravenes any provision of Part 2.1 commits an offence.

55 Section 102 (2) is amended by striking out "section 101 (2) (b), (d) or (e)" and substituting "section 101 (2) (b) or (e), (5), (6), (10), (11), (12), (13), (14), (15) or (16)".

56 Section 104 is amended by striking out ", or the Company Act as it applies for the purposes of this Act,".

57 Section 105 is amended

(a) by striking out "Act or the Company Act as it applies for the purposes of this", and

(b) by striking out "Act or the regulations or the Company Act as it applies for the purposes of this Act." and substituting "Act or the regulations."

58 Section 106 is repealed and the following substituted:

Innocent third parties

106 (1) A provision of this Act, that makes a transaction by a person illegal, void or unenforceable, must not be construed as extinguishing rights of any other party to the transaction if that other party acted in good faith in the transaction.

(2) A provision of the Company Act as that Act applied for the purpose of this Act, that made a transaction by a person illegal, void or unenforceable, must not be construed as having extinguished rights of any other party to the transaction if that other party acted in good faith in the transaction.

59 Section 107 (1) is amended

(a) in paragraph (a) by striking out "or of the Company Act as it applies for the purposes of this Act" and substituting "or of the Company Act, as that Act applied for the purposes of this Act,", and

(b) by striking out "Act or the Company Act as it applies for the purposes of this".

60 The following section is added to Part 8:

Enforcement of duty to make returns

107.1 (1) If a credit union or extraprovincial credit union or its receiver manager, liquidator or receiver of property has failed to file with the registrar any document required to be filed by this Act, the registrar, or any director, member, debentureholder or creditor of the credit union or extraprovincial credit union, may serve the person required to make the filing with notice requiring the person to file the document with the registrar.

(2) If the person referred to in subsection (1) fails to file the document within 14 days after receipt of the notice referred to in subsection (1), the court, on application by the registrar, or any director, member, debentureholder or creditor, may

(a) order the person to file, within the time the court directs, the document with the registrar, and

(b) direct that the costs of and incidental to the application be paid by any person, director or officer of the credit union or extraprovincial credit union referred to in subsection (1) as the court considers appropriate.

(3) Nothing in this section prejudices the operation of any enactment imposing penalties in respect of any default.

61 The following Part is added:

Part 8.1 — Administration

Division 1 — Office of Registrar

Application of Division 2 of Part 12 of Business Corporations Act

107.2 Division 2 of Part 12 of the Business Corporations Act applies to and in respect of credit unions.

Certificate as conclusive evidence

107.3 A certificate of amalgamation or a certificate of continuation issued by the registrar is conclusive evidence that the credit union has been amalgamated or continued, as the case may be, under this Act or under the Credit Union Act, R.S.B.C. 1979, c. 79, or a former Credit Unions Act.

Division 2 — Records Filed with Registrar

Credit union to file annual report

107.4 A credit union, within 2 months after each anniversary date of the credit union's incorporation, amalgamation or continuation in British Columbia, must file with the registrar an annual report, in the form established by the registrar, containing information as to the last anniversary date.

62 Section 108 (2) is amended

(a) by repealing paragraph (a) and substituting the following:

(a) prescribing forms whether or not specifically mentioned in this Act; ,

(b) in paragraph (f) by striking out "Act or of the Company Act as it applies for the purposes of this", and

Financial Administration Act

63 Section 47 of the Financial Administration Act, R.S.B.C. 1996, c. 138, is amended by adding the following subsection:

(1.1) A directive under subsection (1) may

(a) exempt a class of persons from a fee or charge, and

(b) provide for different fees or charges for different classes of persons.

Financial Institutions Act

64 Section 1 of the Financial Institutions Act, R.S.B.C. 1996, c. 141, is amended

(a) in subsection (1) by striking out "Act and in the Company Act as it applies for the purposes of this",

(b) in subsection (1) by repealing the definition of "articles" and substituting the following:

"articles" has the same meaning as in the Business Corporations Act; ,

(d) in subsection (1) by adding the following definition:

"insolvent" includes the inability of a corporation to pay its debts as they become due in the usual course of the corporation's business; ,

(e) in subsection (1) by repealing the definition of "insurance company" and substituting the following:

"insurance company" means

(a) a company incorporated under the Business Corporations Act for the purpose of carrying on insurance business,

(b) an insurer incorporated by or under another Act, or

and includes

(d) a special Act insurance company that has been converted into a company under section 266 of the Business Corporations Act for the purpose of carrying on insurance business,

(e) an extraprovincial insurance corporation that has been continued into British Columbia as a company under section 303 of the Business Corporations Act,

(f) a company that results from an amalgamation referred to in section 20 (2), and

(g) a society that is named in an order of the commission made under section 193 (2) of this Act to which society section 59 applies because of section 193 (3),

but does not include

(h) a corporation continued under the laws of another jurisdiction,

(i) a society deemed under section 191 to have a business authorization issued under Division 5 of Part 6,

(j) a mutual fire insurance company as defined in section 188 or a grandparented insurance society as defined in section 200,

(k) a corporation that

(i) is licensed under Division 2 of Part 6 as an insurance agent or insurance adjuster, and

(ii) carries on insurance business only in the corporation's capacity as an insurance agent or insurance adjuster, or

(l) a corporation that is registered as a captive insurance company under the Insurance (Captive Company) Act; ,

(f) in subsection (1) by repealing paragraph (a) of the definition of "member" and substituting the following:

(a) in relation to a trust company or an insurance company, has the same meaning as "shareholder" in the Business Corporations Act, and ,

(g) in subsection (1) by repealing the definition of "memorandum" and substituting the following:

"memorandum" means, in relation to a pre-existing trust company or pre-existing insurance company, the record that constituted the company's memorandum under section 12 of this Act as that section read before the coming into force of section 67 of the Finance Statutes Amendment Act, 2011; ,

(h) in subsection (1) by adding the following definitions:

"pre-existing insurance company" means a corporation that was, before the coming into force of section 64 of the Finance Statutes Amendment Act, 2011, incorporated under this Act for the purpose of carrying on insurance business, and includes

(a) a special Act insurance company that was, before the coming into force of section 64 of the Finance Statutes Amendment Act, 2011, converted into an insurance company under section 21 of this Act as that section read before the coming into force of section 67 of the Finance Statutes Amendment Act, 2011, and

(b) an extraprovincial insurance corporation that was, before the coming into force of section 64 of the Finance Statutes Amendment Act, 2011, continued into British Columbia as a company under section 23 of this Act as that section read before the coming into force of section 67 of the Finance Statutes Amendment Act, 2011,

but does not include any corporation referred to in paragraph (h), (i), (j), (k) or (l) of the definition of "insurance company";

"pre-existing trust company" means

(a) a corporation that was, before the coming into force of section 64 of the Finance Statutes Amendment Act, 2011, incorporated under this Act for the purpose of carrying on trust business,

(b) an extraprovincial trust company that was, before the coming into force of section 64 of the Finance Statutes Amendment Act, 2011, continued into British Columbia under section 23 of this Act as that section read before the coming into force of section 67 of the Finance Statutes Amendment Act, 2011, or

(c) a corporation that was, before the coming into force of section 64 of the Finance Statutes Amendment Act, 2011, incorporated as a trust company under the Trust Company Act, R.S.B.C. 1979, c. 412, or was incorporated as a trust company under another Act,

but does not include a corporation continued under the laws of another jurisdiction;

"special Act insurance company" means an insurance company incorporated by another Act; ,

(i) in subsection (1) by repealing the definition of "trust company" and substituting the following:

"trust company" means

(a) a company incorporated under the Business Corporations Act for the purpose of carrying on trust business and includes

(i) an extraprovincial trust company that has been continued into British Columbia as a company under section 303 of the Business Corporations Act, and

(ii) a company that results from an amalgamation referred to in section 20 (1),

(b) a corporation incorporated as a trust company under another Act, or

but does not include a corporation continued under the laws of another jurisdiction; ,

(j) in subsection (2) by striking out "purposes of this Act and the Company Act as it applies for the",

(k) by repealing subsections (3) and (4), and

(l) by adding the following subsection:

(6) A reference to "subsidiary" in this Act as it applies to credit unions,

(a) except in sections 120 and 128, has the same meaning as in the Credit Union Incorporation Act, and

(b) in sections 120 and 128, has the same meaning as in the Business Corporations Act,

and "holding company" has the corresponding meaning.

65 Sections 2 to 7, 9 and 10 are repealed and the following substituted:

Application of Business Corporations Act

2 (1) The following provisions of the Business Corporations Act do not apply to trust companies or insurance companies:

(a) Part 2.1;

(b) Division 4 of Part 9;

(2) Except as expressly provided in this Act or the Credit Union Incorporation Act, the Business Corporations Act does not apply to credit unions.

(3) A special Act insurance company is subject to the following in addition to the provisions to which it is subject under section 4 of the Business Corporations Act:

(a) sections 269 to 300 and 302 to 311 of the Business Corporations Act;

(b) regulations made under sections 269 to 300 and 302 to 311 of the Business Corporations Act;

(c) subject to subsection (4) of this section, the Pre-existing Company Provisions prescribed under section 442.1 of the Business Corporations Act.

(4) The Lieutenant Governor in Council may prescribe provisions of the Pre-existing Company Provisions that do not apply to a special Act insurance company or a class of special Act insurance companies.

66 Section 11 is amended by striking out "Except as provided in section 4 (3), if" and substituting "If".

67 Divisions 1 and 2 of Part 2 are repealed and the following substituted:

Division 1 — Names

Names for trust companies and insurance companies

12 (1) A trust company that proposes or is authorized to carry on trust business must have and use a name that includes the word

(a) "trust" together with a designation such as "company" or "corporation", or

(b) "trustco".

(2) An insurance company that proposes or is authorized to carry on insurance business must have and use a name that includes the word "insurance" or "assurance" together with a designation such as "company" or "corporation".

(3) A person must not apply to reserve a name under the Business Corporations Act that includes the word "trust", "trustco", "insurance" or "assurance" unless the consent of the superintendent is first obtained for that name.

Division 1.1 — Formation of Trust Companies
and Insurance Companies

Consent required for incorporation

13 (1) A person must not apply to the registrar to incorporate a company for the purpose of carrying on trust business or carrying on insurance business unless, before the incorporation application is submitted to the registrar for filing under section 10 of the Business Corporations Act, the consent of the commission is obtained to the incorporation.

(2) The commission must not consent to the incorporation of a trust company or an insurance company unless

(a) the persons applying for consent (the "applicants") have

(i) submitted to the commission the proposed notice of articles and articles of the proposed company, and

(ii) paid the prescribed fee,

(b) the applicants have submitted to the commission a plan

(i) specifying the names and addresses of the proposed first directors and senior officers of the proposed company,

(ii) specifying the services that the proposed company intends to offer to the public,

(iii) describing, in detail satisfactory to the commission, the period within which the proposed company will meet the requirements for being issued a business authorization and specifying the preliminary activities, not being trust business or insurance business, that the proposed company proposes to carry on during that period,

(iv) specifying, in the case of a proposed insurance company, whether the business proposed to be carried on is life insurance business, general insurance business or both, and

(v) containing any other information required by the commission,

(d) the commission is satisfied that the preliminary activities set out in the plan under paragraph (b) are appropriate and in compliance with this Act,

(e) each of the proposed first directors and senior officers of the proposed company has completed and submitted to the commission a personal information return in the form established by the commission and disclosing information required by the commission,

(f) the applicants have satisfied the commission that the proposed company intends to obtain, and will be able to obtain, a business authorization to enable the company to offer to the public, within a reasonable time after the incorporation, the services set out in the plan under paragraph (b), and

(g) the applicants have satisfied the commission that the proposed company will have both the financial and managerial capacity to properly carry on the business proposed to be carried on by the company in compliance with this Act.

(3) The commission must not consent to the incorporation of a trust company or an insurance company if the commission believes on reasonable grounds that it is not in the public interest to consent to the incorporation.

(4) The commission may conduct an investigation and an applicant must provide to the commission information, verifications, forecasts of business operations or documents that the commission considers necessary in relation to the application.

Preliminary activities

14 (1) A trust company or an insurance company that is incorporated but does not have a business authorization must not undertake any activity other than an activity specified under section 13 (2) (b) (iii) as a preliminary activity in the plan described in section 13 (2) (b).

(2) Until a trust company or an insurance company receives a business authorization, the trust company or insurance company, in every written communication, advertisement and document in which the name of the trust company or insurance company appears, must add immediately after the name the following: "(Not authorized)".

Division 1.2 — Alteration of Charter of Trust Companies
and Insurance Companies

Consent required for alteration of memorandum,
notice of articles or articles

15 A trust company or an insurance company must not alter its memorandum, notice of articles or articles without first receiving the consent of the commission.

Division 1.3 — Conversion of Special Act Insurance Companies

Consent required for conversion of
special Act insurance company

16 A special Act insurance company must not apply under section 266 of the Business Corporations Act to convert itself into a company for the purpose of carrying on insurance business unless, before the conversion application is submitted to the registrar for filing, the consent of the commission is obtained to the conversion.

Continuation of business authorization on conversion
of special Act insurance company

17 A business authorization held by a special Act insurance company when it is converted into a company under section 266 of the Business Corporations Act for the purpose of carrying on insurance business continues in force after that conversion, subject to a subsequent surrender of the business authorization, and to any amendment or the suspension, revocation or cancellation of the business authorization, under this Act.

Division 1.4 — Continuation of Trust Companies
and Insurance Companies

Consent required for continuation of extraprovincial trust corporation
or extraprovincial insurance corporation into British Columbia

18 (1) An extraprovincial trust corporation or extraprovincial insurance corporation must not apply under section 302 of the Business Corporations Act to continue into British Columbia as a company unless, before the continuation application is submitted to the registrar for filing, the consent of the commission is obtained to the continuation.

(2) Without limiting section 22 of this Act, the commission must not give a consent referred to in subsection (1) of this section unless satisfied that the extraprovincial trust corporation or extraprovincial insurance corporation, in its primary jurisdiction as defined in section 157, is licensed, registered or authorized to carry on the business that it proposes to carry on in British Columbia.

(3) A business authorization held by an extraprovincial trust corporation or an extraprovincial insurance corporation when it is continued into British Columbia as a company under section 303 of the Business Corporations Act, continues in force after the continuation subject to a subsequent surrender of the business authorization, and to any amendment or the suspension, revocation or cancellation of the business authorization, under this Act.

Consent required for continuation of trust company or
insurance company out of British Columbia

19 (1) A trust company or an insurance company must not apply under section 308 (1) of the Business Corporations Act to continue out of British Columbia unless

(a) the jurisdiction into which the company proposes to continue has laws that permit corporations incorporated under the jurisdiction's laws to apply for continuation under the laws of British Columbia, and

(b) the consent of the commission is obtained to the continuation.

(2) In addition to complying with its obligations under sections 308 to 311 of the Business Corporations Act, a trust company or an insurance company that is continued under the laws of another jurisdiction must promptly after continuation file with the superintendent a copy of any record issued to the continued corporation by the other jurisdiction to effect or confirm the continuation.

Division 1.5 — Amalgamation of Trust Companies
and Insurance Companies

Consent required for amalgamation of
trust company or insurance company

20 (1) A trust company may amalgamate and continue as one company with one or more of the following only:

(a) subsidiaries of it that are trust companies or extraprovincial trust corporations;

(b) other trust companies;

(2) An insurance company may amalgamate and continue as one company with one or more of the following only:

(a) subsidiaries of it that are insurance companies or extraprovincial insurance corporations;

(b) other insurance companies;

(3) A trust company or an insurance company must not amalgamate with a corporation referred to in subsection (1) or (2) unless, before the amalgamation application is submitted to the registrar for filing under section 275 of the Business Corporations Act, the consent of the commission is obtained to the amalgamation.

(4) On an amalgamation referred to in this section, the amalgamated company

(a) may carry on business under the business authorization issued with respect to one of the amalgamating corporations, as directed by the commission, until the amalgamated company has been granted a new business authorization under section 61, and

(b) has 30 days in which to apply for a new business authorization.

(5) A trust company or an insurance company must not amalgamate with a foreign corporation within the meaning of the Business Corporations Act to form an amalgamated foreign corporation.

Division 1.6 — Arrangements, Acquisitions or Dispositions by
Trust Companies and Insurance Companies

Consent of commission to arrangement, acquisition or disposition

21 (1) An arrangement proposed with respect to a trust company or an insurance company is not binding unless, after the arrangement is adopted as required by Division 5 of Part 9 of the Business Corporations Act and before approval is given by the Supreme Court, consent is also given by the commission.

(2) Unless it first receives the consent of the commission, a trust company or an insurance company must not acquire assets that, immediately after the acquisition, will constitute a percentage of the total assets of the trust company or insurance company that is greater than the prescribed percentage.

(3) Unless it first receives the consent of the commission, an insurance company must not reinsure all or any portion of its policies with another insurance company if the reinsurance has the effect of transferring

(a) the whole, or

(b) a part that is greater than the prescribed percentage

of the business or property of the insurance company placing the reinsurance.

(4) Subsection (3) does not apply to contracts of reinsurance made by an insurance company in the ordinary course of its business.

(5) The commission must not consent to an arrangement, acquisition or disposition by reinsurance if the commission believes on reasonable grounds that it is not in the public interest to consent.

Division 1.7 — Background for Consents

Consent required for continuation or amalgamation

22 (1) In subsection (2) (a), "corporation" means

(a) an extraprovincial corporation proposing to be continued into British Columbia as a trust company or an insurance company, or

(b) each of one or more corporations proposing to amalgamate and continue as one company.

(2) The commission must not consent under section 18 (1) in respect of a continuation into British Columbia of an extraprovincial corporation as a trust company or an insurance company or consent under section 20 (3) to an amalgamation, unless

(a) the directors of the corporation have submitted to the commission

(i) the name and address of the corporation,

(ii) the financial statements of the corporation,

(iii) the notice of articles proposed for the continued company or amalgamated company,

(iv) the articles proposed for the continued company or amalgamated company,

(v) a plan for the continued company or amalgamated company

(A) specifying, in the case of an insurance company, whether the business proposed to be carried on is life insurance business, general insurance business or both,

(B) specifying the services that the company intends to offer to the public,

(C) if the company does not have a business authorization, describing in detail satisfactory to the commission the period within which the company will meet the requirements for being issued a business authorization and specifying the preliminary activities, not being trust business or insurance business, that the company proposes to carry on during that period, and

(D) containing any other information required by the commission, and

(vi) the full particulars, in the case of a proposed amalgamation, of

(A) the terms on which the amalgamation is to take place, together with copies of every agreement relating to the amalgamation, and

(B) the financial resources that will be available to the amalgamated company,

(b) the commission approves the notice of articles and articles submitted under paragraph (a),

(c) each proposed director and senior officer of the continued company or amalgamated company has completed and submitted to the commission a personal information return in the form established by the commission and disclosing information required by the commission, and

(d) the commission believes on reasonable grounds that it is in the public interest to consent to the continuation or amalgamation.

Commission may obtain information to
support consent considerations

23 The commission may conduct an investigation and the directors and officers must provide the commission with information, verifications, forecasts of business operations or documents that the commission or the minister considers necessary in determining whether to consent or refuse consent under section 16, 18 (1), 20 (3) or 21.

Division 2 — Dissolution and Winding Up of Trust Companies
and Insurance Companies

Notice to superintendent required on
voluntary dissolution or winding up

24 The following are of no force and effect, and do not provide the purported authorization, unless 30 days' written notice of the company's intention to pass the resolution has been given to the superintendent and to any similar authority in any other province in which the company is registered, licensed or authorized to carry on business:

(a) an ordinary resolution purporting to authorize the dissolution of a trust company or an insurance company in accordance with section 314 (1) of the Business Corporations Act;

(b) a directors' resolution purporting to authorize the dissolution of a trust company or an insurance company in accordance with section 314 (2) of the Business Corporations Act;

(c) a special resolution purporting to authorize liquidation in accordance with section 319 (1) of the Business Corporations Act.

Winding up by Supreme Court order — commission is party

25 The commission is a party to any legal proceedings in which an application is made under section 324 of the Business Corporations Act for the liquidation and dissolution of a trust company or an insurance company.

Liquidation and dissolution on direction of commission

26 (1) If the commission believes on reasonable grounds that it is contrary to the public interest that a trust company or an insurance company that is incorporated but has not been issued a business authorization continue in business, the commission may order that the trust company or insurance company be liquidated and dissolved.

(2) Without limiting subsection (1), if a trust company or an insurance company

(a) has not within the time limited by section 61 (1) applied for a business authorization,

(b) is refused a business authorization,

(d) without having a business authorization for that business, holds itself out to the public as authorized to carry on trust business or insurance business,

the commission may order that the trust company or insurance company be liquidated and dissolved.

(3) If the commission makes an order under this section, the commission must, in the order, appoint one or more liquidators and, in that event, Part 10 of the Business Corporations Act applies to the powers and duties of the liquidator.

(4) An appointment of a liquidator under subsection (3) takes effect on the commencement of the liquidation.

(5) For the purposes of section 30, subsection (4) of this section and Part 10 of the Business Corporations Act, "commencement of the liquidation" means, for a liquidation commenced by order of the commission under this section,

(a) the date the order was made, or

(b) if the order specifies a date, or a date and time, for the commencement of the liquidation that is later than the date the order was made, the specified date and time or, if no time is specified, the beginning of the specified date.

(6) If a vacancy occurs by death, resignation or otherwise in the office of liquidator in a liquidation and dissolution ordered by the commission under this section, the commission may fill the vacancy on its own initiative or on application of any person referred to in section 325 (1) of the Business Corporations Act.

(7) The commission must set the remuneration of any liquidator it appoints under this section.

(8) In a liquidation and dissolution ordered by the commission under this section, the commission may impose, either generally or with respect to certain matters, restrictions on the exercise of the powers of a liquidator.

Application of this Part

27 Any proceedings taken under this Act or the Business Corporations Act to liquidate and dissolve a trust company or an insurance company must be stayed if the company is at any time found, in a proceeding under the Winding-Up and Restructuring Act (Canada), to be insolvent within the meaning of that Act.

Duties of liquidators on commission-ordered
liquidation and dissolution

28 If the commission makes an order under section 26 that a trust company or an insurance company be liquidated and dissolved,

(a) the duties of the liquidator referred to in section 330 of the Business Corporations Act are subject to any restrictions or directions imposed or given by the commission,

(b) the notice of appointment filed by the liquidator under section 329 of the Business Corporations Act must be accompanied by a copy of the order of the commission,

(c) the notice published under section 331 (1) (a) of the Business Corporations Act must disclose that the commission has made an order that the company be liquidated and dissolved, and

(d) a person who has been appointed as a liquidator by the commission and who is not, or who ceases to be, qualified to act as a liquidator must promptly seek directions from the commission.

Deferral of dissolution

29 (1) If the commission makes an order under section 26 that a trust company or an insurance company be liquidated and dissolved, the commission may, subject to subsection (2) of this section, make an order under this subsection

(a) deferring the date of dissolution to a new date, or

(b) deferring the dissolution generally.

(2) No order made under subsection (1) is effective unless a copy of that order is filed with the registrar before the company is dissolved.

(3) If an order is made under subsection (1) (a) and is filed with the registrar before the company is dissolved, the company is dissolved on the beginning of the new date specified by that order.

Publication of notice

30 If the commission makes an order under section 26 that a trust company or an insurance company be liquidated and dissolved, the registrar must publish in the Gazette or in any other prescribed manner

(a) notice that the company is being liquidated,

(b) the date of the order, and

(c) if the order specifies a date, or a date and time, for the commencement of the liquidation that is later than the date of the order, the specified date and time or, if no time is specified, the specified date,

and the cost of the publication must be paid by the company to the government and is recoverable by the government from the company as a simple contract debt.

Filing quarterly statements and producing records

31 Without limiting a liquidator's obligations under section 338 of the Business Corporations Act, when a trust company or an insurance company is being liquidated and dissolved, the liquidator must, within 7 days after the close of each period of 3 months and until the date on which the final accounts of the liquidation are deposited in accordance with section 341 (1) of the Business Corporations Act,

(a) in the case of a liquidation ordered by the Supreme Court, file with the Supreme Court and with the superintendent the accounts of the liquidation referred to in section 338 of the Business Corporations Act unless otherwise ordered by the Supreme Court, or

(b) in the case of a liquidation ordered by the commission, file with the superintendent the accounts of the liquidation referred to in section 338 of the Business Corporations Act unless otherwise ordered by the commission.

Examination of trust and insurance companies being liquidated and dissolved

32 The superintendent, at any time, may examine the records of a trust company or an insurance company that is being liquidated and dissolved.

Information required on restoration applications

33 A person must not apply to the registrar or the Supreme Court for restoration under Division 11 of Part 10 of the Business Corporations Act of a trust company or an insurance company unless, before making the application, the consent of the commission is obtained to the restoration.

68 Section 48 (1) is amended in the definition of "holding company" by striking out "section 1 (4) of the Company Act as it applies for the purposes of this Act," and substituting "section 2 (3) of the Business Corporations Act,".

69 Section 61 (4) is amended by striking out "under section 26" and substituting "referred to in section 20".

70 Section 65 (1) is amended by striking out "section 20 (1)" and substituting "section 14 (1)".

71 Section 97 is amended

(a) in subsection (2) by striking out "115 (1) (b)" and substituting "115 (1)", and

(b) by adding the following subsections:

(3) The majority of the directors of every financial institution must be persons ordinarily resident in Canada.

(4) One director of every financial institution must be ordinarily resident in British Columbia.

(5) Without limiting section 124 of the Business Corporations Act, an individual is not qualified to become or act as a director of a trust company or an insurance company if that individual's registration in any capacity has been cancelled under

(a) the Securities Act by either the British Columbia Securities Commission or the executive director, or

(b) the Mortgage Brokers Act by the Commercial Appeals Commission, the Financial Services Tribunal or the registrar under that Act,

unless the person or body that cancelled the registration otherwise orders at the time of cancellation, or unless 5 years have elapsed since the cancellation of the registration.

(6) An order must not be made under subsection (5) of this section unless notice of the application for the order is given to the superintendent, who may appear as a party to the application.

72 Section 98 is repealed.

73 The following section is added:

Cumulative voting for directors

98.1 (1) The articles of a trust company or an insurance company may provide for cumulative voting by members in the election of directors and, in that event, the articles must include provisions to the following effect:

(a) that the trust company or insurance company have a specific number of directors, with no allowance for minimum and maximum numbers of directors;

(b) that each member entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the member multiplied by the number of directors to be elected, and that each member may cast all the votes in favour of one candidate or distribute the votes among the candidates in any manner;

(c) that a separate vote of members must be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting 2 or more persons to be elected by a single resolution;

(d) that, if a member has voted for more than one candidate without specifying the distribution of votes among the candidates, the votes must be distributed equally among the candidates;

(e) that, if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes must be eliminated until the number of candidates remaining equals the number of positions to be filled;

(f) that a director may not be removed from office if the votes cast against removal would be sufficient to elect a director if they were voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were being elected;

(g) that the number of directors required by the articles may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director if they were voted cumulatively at an election at which the same total number of votes were cast and the number of directors required by the articles were being elected.

(2) Despite subsection (1), a provision in the articles of a trust company or an insurance company that authorizes cumulative voting by members in the election of directors does not apply when any one member of the company beneficially owns or controls, directly or indirectly, all of the issued voting shares in the company.

(3) If the articles of a trust company or an insurance company provide for cumulative voting, no holders of any class of shares of the trust company or insurance company have an exclusive right to elect one or more directors.

(4) If the articles of a trust company or an insurance company provide for cumulative voting, the members of the trust company or insurance company must,

(a) at the first annual meeting of members held not earlier than 90 days following the date that cumulative voting is provided for in the articles, and

(b) at each succeeding annual meeting,

elect directors to hold office until the close of the next annual meeting of members following the directors' election.

74 Section 99 is amended

(a) in subsection (1) by striking out "section 114 of the Company Act as it applies for the purposes of this Act," and substituting "section 97 (5) of this Act, section 124 or 141 (3) of the Business Corporations Act or section 84.12 or 84.3 (2) of the Credit Union Incorporation Act,",

(b) in subsection (2) by striking out "section 130 of the Company Act as it applies for the purpose of this Act," and substituting "section 128 of the Business Corporations Act or section 84.24 of the Credit Union Incorporation Act,",

(a) because of section 97 (5) of this Act, section 124 or 141 (3) of the Business Corporations Act or section 84.12 or 84.3 (2) of the Credit Union Incorporation Act, is not qualified to be a director or an officer, , and

(d) in subsection (3) by striking out "the Company Act as it applies for the purposes of this Act," and substituting "the Business Corporations Act or the Credit Union Incorporation Act,".

75 Section 100 is amended by striking out "section 130 of the Company Act as it applies for the purposes of this Act," and substituting "section 84.24 of the Credit Union Incorporation Act,".

76 Section 101 is amended by adding the following subsection:

(3) Every director and officer of a financial institution must act in accordance with this Act and the regulations under it.

77 The following section is added:

Director's application to Supreme Court — commission is party

101.1 The commission is a party to any proceedings in which a director of a trust company or an insurance company applies to the Supreme Court under section 70 (3) or 78 (2) of the Business Corporations Act.

78 Section 111 (2) (g) is amended by striking out "a financial statement" and substituting "financial statements".

79 Section 113 is repealed and the following substituted:

Auditor

113 Without limiting section 205 of the Business Corporations Act or section 39.51 of the Credit Union Incorporation Act, every financial institution must have an auditor who meets the prescribed qualifications.

80 Section 114 is amended by striking out "section 183 of the Company Act as it applies for the purposes of this Act," and substituting "section 39.52 of the Credit Union Incorporation Act,".

81 Section 115 is repealed and the following substituted:

Audit committee and unaffiliated directors

115 (1) Without limiting section 224 (2) of the Business Corporations Act, not less than 1/3 of the members of the audit committee of a trust company or an insurance company must be unaffiliated directors.

(2) On the written request of the auditor, of a member of the audit committee or of any director, the chair of the audit committee must convene a meeting of the audit committee to consider any matters the auditor, member or director, as the case may be, believes should be brought to the attention of the directors or members.

(3) In addition to complying with its obligations under section 225 of the Business Corporations Act, the audit committee of a trust company or an insurance company must review

(a) returns of the trust company or insurance company that are to be filed with the superintendent under section 127 (1) of this Act,

(b) reports that have been made by the auditor under section 123, and

(4) If, under this Act or the Business Corporations Act, financial statements or a return requires the approval of the directors, that approval must not be given until

(a) the audit committee has reviewed and reported on those financial statements or that return, and

(b) the directors have received the report.

82 Section 115 is amended by adding the following subsection:

(3.1) In addition to complying with its obligations under section 225 of the Business Corporations Act, the audit committee of an insurance company must meet with the actuary of the company to discuss the parts of the annual financial statements and the annual return prepared by the actuary.

83 Section 117 (2) is amended

(a) by striking out "section 178 (5) of the Company Act as it applies for the purposes of this Act," and substituting "section 204 (5) of the Business Corporations Act or section 39.5 (4) of the Credit Union Incorporation Act,",

(b) in paragraph (a) by striking out "section 184 of the Company Act as it applies for the purposes of this Act," and substituting "section 207 of the Business Corporations Act or section 39.53 of the Credit Union Incorporation Act,", and

(c) in paragraph (b) by striking out "section 185 of the Company Act as it applies for the purposes of this Act," and substituting "section 209 of the Business Corporations Act or section 39.54 of the Credit Union Incorporation Act,".

84 Section 118 (1) is amended

(a) in paragraph (c) by striking out "a financial statement that does" and substituting "financial statements that do", and

(b) in paragraph (h) by striking out "by the Auditor Certification Board under section 180 (b) of the Company Act as it applies for the purposes of this Act," and substituting "under section 222 of the Business Corporations Act by the Auditor Certification Board continued under section 221 of that Act,".

85 Section 121 is repealed and the following substituted:

Amendment of financial statements and auditor's report

121 In addition to complying with any applicable obligations under section 216 of the Business Corporations Act,

(a) the directors to whom section 216 (1) and (2) of the that Act applies must ensure that the amended financial statements referred to in section 216 (2) of that Act are delivered to the superintendent promptly after they are prepared, and

(b) the auditor of a trust company or an insurance company to whom section 216 (3) of that Act applies must provide to the superintendent, in writing, the same information that the auditor is required by that section to provide to the directors of the trust company or insurance company.

86 Section 121 is amended by striking out "and" at the end of paragraph (a), by adding ", and" at the end of paragraph (b) and by adding the following paragraph:

(c) without limiting section 216 (5) (a) (ii) of that Act, the auditor of an insurance company must deliver to the company's actuary, in writing, the amended report referred to in that section.

87 Section 122 is repealed.

88 Section 123 (1) (c) is amended by striking out "the Company Act as it applies for the purposes of this Act." and substituting "the Business Corporations Act or the Credit Union Incorporation Act."

89 Section 124 (2) is amended by striking out "section 184 of the Company Act as it applies for the purposes of this Act," and substituting "section 207 of the Business Corporations Act or section 39.53 of the Credit Union Incorporation Act,".

90 Section 127 (1) is amended

(a) by repealing paragraph (a) and substituting the following:

(a) its financial statements for that financial year, , and

(b) in paragraph (c) by striking out "section 188 of the Company Act as it applies for the purposes of this Act," and substituting "section 212 of the Business Corporations Act or section 39.57 of the Credit Union Incorporation Act,".

91 Section 128 is amended

(a) by repealing subsection (1),

(b) in subsections (2) (a) and (b) and (3) by striking out "the financial statement" and substituting "the financial statements",

(c) in subsection (3) by striking out "section 172 (1) of the Company Act as it applies for the purposes of this Act" and substituting "section 39.48 (1) of the Credit Union Incorporation Act",

(d) in subsection (3) by striking out "a condensed financial statement that conforms" and substituting "condensed financial statements that conform",

(e) in subsection (4) by striking out "The condensed financial statement" and substituting "The condensed financial statements",

(f) in subsections (4) (c) and (5) (a) and (b) by striking out "full financial statement" and substituting "full financial statements",

(g) in subsection (5) by striking out "a condensed financial statement" and substituting "condensed financial statements", and

(h) by adding the following subsection:

(6) If financial statements are presented in accordance with this section, the auditor must qualify the auditor's report if, in the auditor's opinion, due provision has not been made for minority interests.

92 Section 130 is amended

(a) in subsection (1) by striking out "financial statement" and substituting "financial statements", and

(b) in subsections (2) and (3) by striking out "a financial statement" and substituting "the financial statements".

93 Section 142 (1) (e) is repealed and the following substituted:

(e) in the case of a trust company or an insurance company, on an amalgamation referred to in section 20 or on the company doing any of those things described in section 21, or .

94 The following sections are added to Division 4 of Part 4:

Loans and guarantees prohibited

143.1 (1) A trust company or an insurance company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise,

(a) if at the time of the giving of financial assistance the trust company or insurance company is insolvent, or

(b) if, in the case of a loan, the giving of the loan would render the trust company or insurance company insolvent.

(2) On the application of a director of a trust company or an insurance company, the court may declare whether the giving of financial assistance by the trust company or insurance company would contravene subsection (1).

Financial assistance restricted

143.2 (1) A trust company or an insurance company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise,

(a) for the purpose of a purchase or subscription made or to be made by that person of, or for, shares of the trust company or insurance company, or any debt obligations of the trust company or insurance company carrying a right of conversion into or exchange for shares of the trust company or insurance company,

(b) on the security, in whole or in part, of a pledge of or charge on shares of the trust company or insurance company given by that person to the trust company or insurance company, or

(c) in any other case, unless there are reasonable grounds for believing that, or the directors are of the opinion that, the giving of the financial assistance is in the best interests of the trust company or insurance company.

(2) Despite subsection (1), a trust company or an insurance company, if previously authorized by special resolution and if there are reasonable grounds for believing that the giving of the financial assistance is in the best interests of the trust company or insurance company, may

(a) provide money, in accordance with a scheme for the time being in force, for the subscription for or purchase of shares or debt obligations of the trust company or insurance company by trustees, to be held by or for the benefit of a bona fide employee of the trust company or insurance company or of an affiliate of the trust company or insurance company, and

(b) provide financial assistance to bona fide full time employees of the trust company or insurance company, or of an affiliate, to enable the employees to purchase or subscribe for shares or debt obligations of the trust company or insurance company to be held beneficially by the employees.

(3) Despite subsection (1), financial assistance may be given to or for the benefit of

(a) a wholly owned subsidiary by its holding company,

(b) its holding company by a wholly owned subsidiary,

(c) a company by another company, if both companies are wholly owned subsidiaries of the same holding company or are wholly owned by the same person, and

(d) the sole member of a company, by that company.

Contract enforceable

143.3 Despite a contract to which a trust company or an insurance company is a party being made in contravention of section 143.1 or 143.2, a bona fide lender for value without notice, or the trust company or insurance company, may enforce the contract.

95 Section 151 is amended

(a) in subsection (1) by striking out "section 201 of the Company Act as it applies for the purposes of this Act" and substituting "section 232 of the Business Corporations Act or section 84.4 of the Credit Union Incorporation Act", and

(b) by repealing subsection (2) and substituting the following:

(2) If a transaction that is prohibited under this Part is made or entered into, the right to bring an action conferred on a complainant by section 232 (2) (a) and (b) of the Business Corporations Act or section 84.4 (2) (a) and (b) of the Credit Union Incorporation Act is deemed also to be conferred on the commission.

96 Section 152 is amended

(a) in subsection (1) by striking out "section 201 of the Company Act, as it applies for the purposes of this Act," and substituting "section 232 of the Business Corporations Act or section 84.4 of the Credit Union Incorporation Act,", and

(b) in subsection (2) by striking out "section 201 of the Company Act as it applies for the purposes of this Act" and substituting "section 232 of the Business Corporations Act or section 84.4 of the Credit Union Incorporation Act".

97 Section 158 (1) is amended by striking out "Sections 34," and substituting "Sections 33,".

98 Section 159 (3) (c) is amended by striking out "under section 23 or 26" and substituting "referred to in section 18 or 20".

99 Section 189 is amended

(a) by renumbering the section as section 189 (1),

(b) in subsection (1) by striking out "2,",

(d) by adding the following subsection:

(2) Section 4 of the Business Corporations Act does not apply to a mutual fire insurance company.

100 Section 192 is amended

(a) by renumbering the section as section 192 (1),

(b) in subsection (1) by striking out "159, Division 4 of Part 4," and substituting "135 to 143, 159,", and

(2) Section 4 of the Business Corporations Act does not apply to a society referred to in subsection (1) of this section.

101 Section 201 is amended

(a) in subsection (3) (a) (i) by striking out "section 18;" and substituting "section 13;",

(b) in subsection (3) (a) (ii) by striking out "section 23;" and substituting "section 18;",

(c) in subsection (3) (a) (iii) by striking out "transfer of incorporation respecting a trust company or insurance company under section 24;" and substituting "continuation of a trust company or an insurance company under section 19;",

(d) in subsection (3) (a) (iv) by striking out "to an amalgamation agreement under section 27;" and substituting "to an amalgamation referred to in section 20;",

(e) in subsection (3) (a) (v) by striking out "a compromise or arrangement respecting a trust company or insurance company under section 28;" and substituting "an arrangement, an acquisition or a disposition by a trust company or an insurance company under section 21;",

(f) in subsection (3) (a) (vi) by striking out "wound up under section 38;" and substituting "liquidated and dissolved under section 26;",

(g) in subsection (3) (c) by striking out "following powers under" and substituting "following powers under the following sections of", and

(h) in subsection (4) by adding "of this Act" after "section 207 (2)".

102 Section 207 (2) (a) is amended by striking out "this Act, the Credit Union Incorporation Act and the Company Act as it applies for the purposes of this Act," and substituting "this Act and the Credit Union Incorporation Act,".

103 Section 235 is amended

(a) in subsection (1) (a) by striking out "section 38 (1) or (2), 39 (a)," and substituting "section 26 (1) or (2), 31 (b),",

(b) in subsection (2) by striking out "section 18 (1), 21 (2) (b), 23 (4) (c), 24 (1) (b), 27, 28, 33, 34 (2)," and substituting "section 10.1 (2) (b), 13 (1), 15, 16, 18 (1), 19 (1) (b), 20 (3), 21, 33,", and

(2.1) A consent or a refusal of a consent of the superintendent under section 10.1 (2) (a) or 12 (3) must be in writing.

104 Section 237 (2) (a) is amended by striking out "section 38 (1) or (2)," and substituting "section 26 (1) or (2),".

105 Section 244 (2) is amended

(a) by repealing paragraphs (a) and (a.1) and substituting the following:

(a) does not comply with this Act or the regulations,

(a.01) does not comply with the Credit Union Incorporation Act,

(a.02) does not comply with the Business Corporations Act as that Act applies to trust companies, insurance companies or extraprovincial corporations, , and

(b) by repealing paragraph (c) and substituting the following:

(i) this Act or the regulations,

(ii) the Credit Union Incorporation Act, or

(iii) the Business Corporations Act as that Act applies to trust companies, insurance companies or extraprovincial corporations, .

106 Section 245 (1) (j) (ii) is amended by adding "the Credit Union Incorporation Act," after "the Company Act,".

107 Section 247 (4) is amended by striking out "financial statement" and substituting "financial statements".

108 Section 250 is amended by striking out "the Gazette." and substituting "the Gazette or in any other prescribed manner."

109 Section 252 is amended

(a) in subsection (2) (a) by striking out "122 (1),",

(b) in subsection (2) (b) by striking out "31,",

(d) in subsection (2) by adding ", or" at the end of paragraph (h) and by adding the following paragraph:

(i) uses any of the words "trust", "trustee", "deposit", "loan", "insurance", "assurance" or "insurer", or any other words in connection with the business of a person, in a way likely to

(i) deceive or mislead the public about the ability of the person to undertake trust business, deposit business or insurance business, or

(ii) give a false impression that the person is a trust company or an insurance company, as the case may be. , and

(e) by repealing subsection (6) and substituting the following:

(6) If an extraprovincial corporation commits an offence under subsection (2) (h), a director or officer of the extraprovincial corporation who authorizes, permits or acquiesces in the offence commits the same offence whether or not the extraprovincial corporation is convicted of the offence.

110 Section 253 (2) is amended by striking out ", (g) or (h)" and substituting ", (h) or (i)".

111 Section 255 is amended by striking out ", or the Company Act as it applies for the purposes of this Act,".

112 Section 256 is repealed and the following substituted:

Court order to comply

256 If a person is convicted of an offence under

(a) this Act, or

(b) the Business Corporations Act as that Act applies to trust companies, insurance companies or extraprovincial corporations,

the court may, in addition to any punishment the court may impose, order the person to comply with the applicable enactment.

113 Section 258 is repealed and the following substituted:

Innocent third parties

258 (1) A provision of this Act or of the Business Corporations Act as that Act applies to trust companies, insurance companies or extraprovincial corporations, that makes a transaction by a person illegal, void or unenforceable, must not be construed as extinguishing rights of any other party to the transaction if that other party acted in good faith in the transaction.

114 Section 259 (1) is amended

(a) by repealing paragraph (a) and substituting the following:

(a) a breach of a provision of this Act or of the Company Act, as that Act applied for the purposes of this Act, has occurred,

(a.1) a breach of a provision of the Business Corporations Act has occurred, ,

(b) in paragraph (b) by adding ", notice of articles" after "memorandum", and

(c) by striking out "or the Company Act as it applies for the purposes of this Act, the Supreme Court" and substituting "or the Business Corporations Act, the Supreme Court".

115 Section 273 is amended

(a) in subsection (1) by striking out "and, subject to subsection (2), the Company Act do" and substituting "does",

(b) by repealing subsection (2), and

116 Section 289 is amended

(a) by repealing subsection (3) (a) and substituting the following:

(a) prescribing forms whether or not specifically mentioned in this Act, ,

(b) by repealing subsection (3) (c) (i) and (ii) and substituting the following:

(i) plans under section 13 (2) (b) or 22 (2) (a) (v), or

(ii) personal information returns under section 13 (2) (e), 22 (2) (c) or 105, ,

(d) in subsection (3) (i) by striking out "in addition to or instead of any financial statements required under the Company Act as it applies for the purposes of this Act," and substituting "in addition to or instead of any financial statements required under the Business Corporations Act or the Credit Union Incorporation Act,",

(e) in subsection (4) (n) by striking out "this Act or in the Company Act as it applies for the purposes of",

(f) in subsection (4) (o) by striking out ", of the regulations or of the Company Act as it applies for the purpose of this Act" and substituting "or the regulations",

(g) in subsection (4) (o.1) by striking out "of the Business Corporations Act applicable to an extraprovincial corporation" and substituting "of the Business Corporations Act, or of the regulations under that Act, applicable to a trust company, an insurance company or an extraprovincial corporation", and

(h) in subsection (4) by striking out "and" at the end of paragraph (o.1) and by adding the following paragraph:

(o.2) providing that a provision of the Credit Union Incorporation Act, or of the regulations under that Act, does not apply to or in respect of a person, entity, thing or transaction, and prescribing circumstances in which or conditions on which the provision is disapplied under this paragraph, and .

Finance Statutes Amendment Act, 2010

117 Section 9 of the Finance Statutes Amendment Act, 2010, S.B.C. 2010, c. 4, as it amends section 115 (3) of the Financial Institutions Act, R.S.B.C. 1996, c. 141, is amended

(a) by striking out "section 187 (4) of the Company Act as it applies for the purposes of this Act, the audit committee of a financial institution" and substituting "section 225 of the Business Corporations Act, the audit committee of a trust company or an insurance company", and

(b) by repealing paragraph (a) (i) and substituting the following:

(i) returns of the trust company or insurance company that are to be filed with the superintendent under section 127 (1) of this Act; .

118 Section 10 is repealed.

Securities Act

119 Section 4.1 of the Securities Act, R.S.B.C. 1996, c. 418, is amended by striking out "46.1 and 55" and substituting "46.1, 55 and 61".

120 Section 15.1 is amended by repealing subsections (2) to (5) and substituting the following:

(2) A person may make a claim to money referred to in subsection (1) by submitting an application in accordance with the regulations within 3 years from the date of the first notification made under subsection (1).

(3) If the commission receives an application under subsection (2), the commission may, in accordance with the regulations, pay to the applicant all or a part of the amount claimed.

(5) After 3 years from the date of the first notification made under subsection (1), and after adjudicating all claims in accordance with the regulations, the commission may retain any money not paid or payable under subsection (3).

121 Section 25 is repealed and the following substituted:

Recognition required for exchanges and clearing agencies

25 A person must not carry on business as an exchange or clearing agency in British Columbia unless the person is recognized by the commission under section 24.

122 Section 27 (1) (c) is amended by adding "or a clearing agency" after "an exchange".

123 The following section is added:

Suspension of registration

40.1 (1) After giving a registrant an opportunity to be heard, if the executive director considers it in the public interest to do so, the executive director may suspend the registration or impose conditions or restrictions on the registration.

(2) If the executive director considers that the length of time required to provide an opportunity to be heard under subsection (1) could be prejudicial to the public interest, the executive director may, without providing an opportunity to be heard, suspend a registration, or impose conditions or restrictions on the registration, to have effect for not longer than 15 days.

124 Section 57.4 is amended

(a) in subsection (1) by striking out "or 57.3 (3)" and by striking out "material fact, material change or material order information" and substituting "material fact or material change",

(b) in subsection (2) by striking out "or 57.3 (4)" and by striking out "material fact, material change or material order information" wherever it appears and substituting "material fact or material change", and

(6) A person does not contravene section 57.3 (3) if, at the time the person enters into the transaction, the person reasonably believes that

(a) the investor has consented to the person entering into the transaction, and

(b) the other party to the transaction knows of the material order information.

(7) A person does not contravene section 57.3 (4) if, at the time the person informs the other person of the material order information,

(a) the person reasonably believes that the investor has consented to the person informing the other person, and

(b) the person informs the other person that both the person and the other person are connected to the investor for the purposes of section 57.3.

(8) A person does not contravene section 57.3 (5) if, at the time the person recommends or encourages the other person to enter into a transaction,

(a) the person reasonably believes that the investor has consented to the person recommending or encouraging, and

(b) the person informs the other person

(i) of the material order information, and

(ii) that both the person and the other person are connected to the investor for the purposes of section 57.3.

125 Section 57.5 (1) is repealed and the following substituted:

(1) A person must not

(a) refuse to give any information or produce any record or thing, or

(b) destroy, conceal or withhold, or attempt to destroy, conceal or withhold, any information, record or thing

reasonably required for a hearing, review, investigation, examination or inspection under this Act.

126 The following section is added:

Records

57.7 Subject to the regulations, a person referred to in section 141 (2) must keep records of the person's business transactions and financial affairs, and of the transactions that the person executes on behalf of others, for a period of 6 years from the date the record is created.

127 Section 89 is amended

(a) in subsection (1) by striking out "without a hearing" and substituting "without providing an opportunity to be heard" and by striking out "3 business days" and substituting "15 business days", and

(b) by adding the following subsection:

(4) If the commission or the executive director considers it necessary and in the public interest, the commission or executive director may, after providing the issuer whose securities are affected by it with an opportunity to be heard, make an order extending the order made under subsection (1) until a hearing is held and a decision is rendered.

128 Section 141 (2) is amended

(a) by repealing paragraph (a),

(b) in paragraph (c) by striking out "by an order under section 48", and

129 Section 141.2 (1) is amended by striking out "registrant, investment fund manager or custodian" and substituting "registrant or custodian".

130 The following sections are added:

Compliance review of other market participants

141.4 (1) The executive director may appoint in writing a person to review the business and conduct of a person referred to in section 141 (2) (c), (f), (g), (h), (i), (j), (k), (l) or (m) for the purpose of determining if the person under review is complying, or has complied, with

(a) this Act and the regulations, or

(b) any decision.

(2) On production of the appointment, a person conducting a review under this section may

(a) enter any business premises of a person under review during business hours,

(b) examine the records required to be kept under this Act,

(d) make inquiries of a person under review or its employees and agents concerning business or conduct that reasonably relates to the review.

(3) In exercising the power to make copies under subsection (2) (c), the person conducting the review under this section may

(a) carry out the copying at the business premises of the person under review, or

(b) on giving an appropriate receipt, remove records for the purpose of copying them at other premises specified in the receipt.

(4) Records removed under subsection (3) (b) for copying must be promptly returned to the person from which they were received.

(5) The executive director may require a person that is the subject of a review under this section to pay prescribed fees or prescribed charges for the costs of the review.

Warrant for private residence

141.5 (1) Despite section 141.1 (2) (a), 141.2 (2) (a) or 141.4 (2) (a), if the business premises is a residence, the person conducting the review may enter the residence only with the consent of the occupant or under the authority granted under subsection (2).

(2) On application by the commission, the Supreme Court may make an order authorizing a person named in the order to enter into a residence at any reasonable time, for the purpose of carrying out a review under section 141.1, 141.2 or 141.4, if the Court is satisfied by information on oath that

(a) there are reasonable and probable grounds to believe that records that reasonably relate to a review are present in the residence,

(b) entry into the residence is necessary for the purpose of verifying compliance with this Act, the regulations or a decision, and

(i) entry will be refused, or

(ii) consent to entry cannot be obtained from the occupant.

(3) An application for an order under subsection (2) must be made in the prescribed manner and, unless the Supreme Court otherwise directs, may be

(a) made without notice, and

(b) heard in the absence of the public.

131 Section 153 (1) (a) (v) is amended by striking out "an investment fund manager or".

132 Section 161 is amended

(a) in subsection (1) (c) by striking out "in the regulations" and substituting "in this Act, the regulations or a decision",

(b) in subsection (1) (d) (i) and (ii) by striking out "issuer, registrant or investment fund manager" and substituting "issuer or registrant",

(d) in subsections (2) and (3) by striking out "without a hearing" and substituting "without providing an opportunity to be heard",

(e) by repealing subsection (6) (c) and (d) and substituting the following:

(c) is subject to an order made by a securities regulatory authority, a self regulatory body or an exchange, in Canada or elsewhere, imposing sanctions, conditions, restrictions or requirements on the person, or

(d) has agreed with a securities regulatory authority, a self regulatory body or an exchange, in Canada or elsewhere, to be subject to sanctions, conditions, restrictions or requirements. , and

(f) in subsection (7) (i) by striking out "an investment fund manager, or custodian" and substituting "a custodian".

133 The following section is added:

Settlements

162.2 The commission may proceed to make an order under section 161 or 162, without holding a hearing, if the person that is the subject of the order has agreed to waive the right to a hearing.

134 Section 164 (1) is amended by striking out "without a hearing" and substituting "without providing an opportunity to be heard".

135 Section 183 is amended by adding the following paragraph:

(5.1) respecting applications and payments under section 15.1, including

(i) matters that must be considered by the commission before making a payment under section 15.1 (3), if any, including matters that affect the amount or timing of a payment,

(ii) respecting circumstances when no payment of compensation may be made to an applicant or a category of applicants, and

(iii) respecting the process for adjudication of an application for compensation; .

Society Act

136 Section 2 (2) of the Society Act, R.S.B.C. 1996, c. 433, is amended by striking out "73." and substituting "134."

137 Sections 20 (1) (b) and 74 (2) are amended by striking out "73 (3)" and substituting "134 (3)".

138 Sections 71 to 73 are repealed.

139 The heading to Part 7 is repealed and the following substituted:

Part 7 — Conversion of a Society .

140 Section 93 is repealed.

141 The following Parts are added:

Part 12 — Cancellation, Winding Up,
Dissolution and Restoration

Division 1 — Cancellation by Lieutenant Governor in Council

Lieutenant Governor in Council may cancel incorporation

101 The Lieutenant Governor in Council, by order, may cancel the incorporation of a society and declare it to be dissolved.

Division 2 — Dissolution and Cancellation by Registrar

Dissolutions and cancellations of registrations by registrar

102 (1) If

(a) a society or an extraprovincial society has for 2 years failed to file with the registrar the annual report or any other return, notice or document required by this Act to be filed by it,

(b) a society or an extraprovincial society has failed to pay, within 10 days after default in payment of the fine, any fine imposed on it under this Act,

(d) the registrar has reasonable cause to believe that an extraprovincial society has ceased to carry on operations in British Columbia,

the registrar must mail to the society or extraprovincial society a letter notifying it of its failure under paragraph (a), (b) or (c) or of the registrar's belief under paragraph (d), and of the registrar's powers under subsection (3).

(2) If a society or an extraprovincial society is being wound up, and

(a) the registrar has reasonable cause to believe that no liquidator is acting or that the society is fully wound up, or

(b) the returns required to be made by the liquidator have not been made for a period of 3 consecutive months,

the registrar must mail to the society a letter inquiring whether a liquidator is acting or whether the society is fully wound up, or notifying the society of the failure to file returns or of the registrar's belief and of the registrar's powers under subsection (3).

(3) If, within one month after the registrar mails the letter referred to in subsection (1) or (2), the registrar does not receive a response that

(a) indicates that the failure has been or is being remedied,

(b) notifies the registrar that the extraprovincial society continues to carry on operations in British Columbia, or

the registrar may publish, in the Gazette or in any other prescribed manner, a notice that, at any time after the expiration of one month after the date of publication of the notice, unless cause to the contrary is shown, the society will be dissolved or, in the case of an extraprovincial society, its registration will be cancelled.

(4) At any time after one month after the date of publication of the notice referred to in subsection (3), the registrar, unless cause to the contrary is shown to him or her, may dissolve the society or, in the case of an extraprovincial society, cancel its registration.

(5) A letter mailed under this section may be addressed to the address of the society or, in the case of an extraprovincial society, to the address of its attorney.

Dissolution by request

103 The registrar may dissolve a society if the society

(a) by ordinary resolution requests the registrar to dissolve the society, and

(b) files with the registrar a copy of the resolution and an affidavit of 2 or more directors or, if the society has only one director, an affidavit of that director, proving what disposition the society has made of its assets and that the society has no debts or liabilities.

Defunct extraprovincial society

104 (1) If an extraprovincial society files with the registrar a notice that the society has ceased to carry on operations in British Columbia, the registrar may cancel its registration.

(2) On receipt by the registrar from the registrar of companies or other similar official of the jurisdiction in which an extraprovincial society was incorporated of notice that the extraprovincial society has ceased to exist, the registrar must cancel the extraprovincial society's registration.

Division 3 — Voluntary Winding Up

Voluntary winding up requires special resolution

105 Subject to section 106, a society may be wound up voluntarily if the society so resolves by special resolution.

Solvency of society

106 (1) If it is proposed to wind up a society voluntarily, the majority of the directors, before calling the general meeting at which the special resolution for the winding up of the society is to be proposed, must make an affidavit declaring that

(a) they have made a full inquiry into the affairs of the society, and

(b) they are of the opinion that the society will be able to pay its debts in full within the period, not exceeding 12 months from the commencement of the winding up, specified in the affidavit.

(2) An affidavit referred to in subsection (1) must

(a) be made within 5 weeks before the date on which the members pass the special resolution for the voluntary winding up of the society, and

(b) contain a statement of the assets and liabilities of the society as at the latest practicable date.

(3) A copy of the affidavit must be

(a) filed with the registrar before the meeting, and

(b) presented to the meeting at which the special resolution for the voluntary winding up of the society is to be proposed.

(4) If a society is wound up in accordance with a special resolution passed within 5 weeks after the affidavit is made but the society's debts are not paid or provided for in full within the period stated in the affidavit, it is presumed, until the contrary is shown, that the person swearing the affidavit did not have reasonable grounds for his or her opinion.

Commencement of voluntary winding up

107 A voluntary winding up commences when the special resolution to wind up is passed.

Appointment of liquidator

108 A society must, at the general meeting at which the special resolution to wind up is passed, appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the society.

Division 4 — Winding Up by Court Order

Winding up by court order

109 (1) A society may be wound up by court order on the application of

(a) the society,

(b) a member, director, creditor, trustee for debentureholders or receiver manager of the society, or

(2) Before hearing an application by a creditor to wind up a society by court order, the court may require the creditor to give security for the costs of the application.

(3) The court may order that the society be wound up

(a) if the court thinks it just and equitable to do so, or

(b) when an event occurs on the occurrence of which the constitution or bylaws provide that the society is to be dissolved.

Court may wind up society on application of member

110 If a member makes an application for an order to wind up a society on the ground that it is just and equitable that the society be wound up, the court, if it is of the opinion that the applicant is entitled to relief by winding up the society, may make an order for winding up.

Commencement of winding up by court order

111 A winding up by court order commences on the date of the order.

Court must appoint liquidator

112 If the court makes an order that a society be wound up, the court, by the same or a subsequent order, must appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the society.

Division 5 — Liquidators

Qualifications of liquidator

113 (1) A person not qualified to become or act as a receiver or receiver manager under section 64 of the Personal Property Security Act is not qualified to become or act as a liquidator, except that, with the consent in writing of all the members of a society, a person referred to in section 64 (2) (e) of the Personal Property Security Act who is licensed as a trustee under the Bankruptcy and Insolvency Act (Canada) is qualified to become or act as a liquidator of the society.

(2) A person who has been appointed as a liquidator and who is not, or who ceases to be, qualified to act as a liquidator must,

(a) in a voluntary winding up, promptly call a general meeting to replace himself or herself in accordance with section 116 (a), or

(b) in a winding up by court order, promptly bring the disqualification to the attention of the court and the person on whose application the liquidator was appointed.

Resignation and removal of liquidator

114 (1) A liquidator appointed in a voluntary winding up may resign from that office.

(2) A liquidator appointed in a voluntary winding up may be removed as liquidator by a special resolution passed at a general meeting of the members of the society, notice of which has been given to the liquidator and the creditors of the society.

Liquidator ceasing to act must file notice

115 A liquidator who resigns, is removed from office or, for any other reason, ceases to act must, within 7 days after the resignation, removal or cessation, file with the registrar a notice in the form established by the registrar.

Filling vacancy in office of liquidator

116 If a vacancy in the office of liquidator occurs by death, resignation or otherwise,

(a) in a voluntary winding up, the society in general meeting may fill the vacancy and, for that purpose, a general meeting

(i) may be called by any member or, if there were more liquidators than one, by any continuing liquidator, and

(ii) must be held in the manner required by the bylaws, or

(b) in a winding up by court order, the court may fill the vacancy on application of any person mentioned in section 109 (1).

Remuneration of liquidator

117 (1) The remuneration of a liquidator,

(a) in a voluntary winding up, may be set by the society in general meeting, or

(b) in a winding up by court order, must be set by the court.

(2) If the remuneration referred to in subsection (1) (a) is not set within 30 days after the liquidator's appointment, or if the liquidator is dissatisfied with the amount, the liquidator may apply to the court to set or review the liquidator's remuneration, and the court may make any order it considers appropriate.

Validity of acts of liquidator

118 An act of a liquidator is valid, despite any defect in the liquidator's appointment or qualifications.

Filing and publication of notice of appointment

119 (1) A liquidator must, within 10 days after his or her appointment as liquidator, file with the registrar

(a) a notice of the appointment in a form established by the registrar, and

(b) if not already filed,

(i) if the winding up is a voluntary winding up, a copy of the special resolution to so wind up, or

(ii) if the winding up is by court order, a certified copy of the order.

(2) A liquidator must, within 7 days after changing his or her address, file with the registrar notice of the new address.

(3) At the commencement of the winding up, the liquidator must publish in the Gazette notice that the society has resolved to wind up voluntarily or that the court has made an order that the society be wound up by court order, as the case may be.

Division 6 — Conduct of Winding Up

Effect of resolution or order for winding up

120 If a society is being wound up,

(a) the society, from the commencement of the winding up, must cease to carry on the society's operations except so far as is required, in the opinion of the liquidator, for the society's beneficial winding up, but the corporate status and corporate powers and capacity of the society continue until the society is dissolved, and

(b) on the appointment of the liquidator, the powers of the directors cease, except so far as the liquidator approves their continuance.

Meeting of creditors

121 (1) A liquidator must, within 14 days after his or her appointment as liquidator,

(a) mail to every person who appears to the liquidator to be a creditor of the society a notice that a meeting of the creditors of the society will be held on a date, being not less than 21 days and not more than 28 days after the appointment, at an hour and at a place in British Columbia specified in the notice, and

(b) advertise notice of the meeting

(i) in the Gazette, and

(ii) in a local newspaper circulating in the district where the address of the society is located or where the principal place of operations of the society in British Columbia was located.

(2) The liquidator must present to the meeting of creditors referred to in subsection (1) a full statement of the position of the affairs of the society, including a list of the creditors of the society and the estimated amount of their claims, and the creditors are at liberty to discuss any matter arising out of the statement.

Creditor must commence action on claim

122 If the liquidator of a society gives notice in writing by registered letter to a creditor of the society that the debt or claim of the creditor is disputed or rejected, the creditor may commence an action in respect of the debt or claim within 3 months after the notice is given and, in default of the commencement of the action within that time, the debt or claim of the creditor is forever barred.

Custody of property

123 (1) The liquidator of a society, subject to any restrictions or directions imposed or given by the court, must

(a) take into the liquidator's custody or under the liquidator's control all the property and things in action to which the society is or appears to be entitled, and all the society's records, documents and instruments,

(b) use, subject to this Act, the liquidator's own discretion in realizing the assets of the society and distributing them among the creditors and persons entitled to receive them,

(d) keep proper minutes of proceedings at meetings and of other matters relating to the winding up,

(e) cause to be stated on every invoice, order for goods and business letter

(i) issued by the liquidator or on the liquidator's behalf, and

(ii) on or in which the name of the society appears

that the society is in liquidation, and

(f) describe himself or herself as the liquidator of the society.

(2) If a winding up continues for more than one year, the liquidator must

(a) call a general meeting of the society at the end of the first year and at the end of each succeeding year after the commencement of the winding up, or as soon as may be convenient,

(b) present to the general meeting an account of the liquidator's acts and dealings and of the conduct of the winding up during the preceding year, and

(c) file with the registrar, within 7 days after the date on which the meeting is held, a verified summary of the liquidator's receipts and payments during that year.

(3) A liquidator must comply with the provisions of this Act relating to the records, documents and instruments of the society.

Powers of liquidator

124 (1) Subject to this section, a liquidator, so far as may be necessary for the beneficial winding up of the affairs and distribution of the assets of a society, has the powers of the directors and officers, and may exercise the powers of the society that are not required by this Act to be exercised by the society in general meeting.

(2) In a voluntary winding up, the society, by ordinary resolution, may direct that the liquidator not do certain specified things without

(a) the approval of a general meeting of the society,

(b) the written consent of certain specified members, or

(3) In any winding up, the court may impose, either generally or with respect to certain matters, restrictions on the exercise of the powers of a liquidator.

(4) Until required for distribution, cash balances held by the liquidator of a society may be invested as follows:

(a) in an interest bearing account with any savings institution;

(b) as permitted under the provisions of the Trustee Act respecting the investment of trust property by a trustee,

and any dividends or interest received from the investments form part of the assets of the society.

(5) If several liquidators are appointed, every power given to a liquidator may be exercised

(a) by the one or more of them that may be determined at the time of their appointment or subsequently, or

(b) in the absence of any determination, by any 2 or more liquidators.

Society with insurance purposes

125 Prepaid membership dues of members of a society having a purpose not prohibited by section 14 that are paid in advance in respect of a period extending beyond the date of the order appointing a liquidator must be

(a) treated as a debt of the society, and

(b) paid proportionately with the other unpreferred claims,

and benefits are not payable to those members for an accident, illness or other cause arising after the date of the order.

Sale of society for shares or debentures

126 (1) If a society is being wound up and its assets are to be distributed among the members of the society and it is proposed to transfer or sell the whole or part of the society's operations or property to a corporation, the liquidator of the society being wound up may, with the approval of a special resolution of that society that confers on the liquidator either a general authority or an authority in respect of a particular arrangement, in compensation or part compensation for the transfer or sale,

(a) receive shares, debentures or other similar interests in the corporation for distribution among the members of the society being wound up, or

(b) enter into any other arrangement by which the members of the society being wound up may, instead of or in addition to receiving cash, shares, debentures or other similar interests, participate in the profits of or receive any other benefit from the corporation.

(2) No special resolution referred to in subsection (1) is invalid for the purposes of this section merely because the resolution is passed before or concurrently with a resolution for winding up the society or for appointing the society's liquidator.

Powers of court

127 If a society is being wound up, the court may,

(a) on application by a member or director of the society, order a general meeting or meeting of the creditors of the society to be held and conducted in the manner the court considers appropriate,

(b) on application by any of the persons mentioned in section 109 (1), make an order for the audit or the inspection of the accounts, books and papers of, or in the possession of, the liquidator that the court considers appropriate,

(c) on application by the liquidator, set a time within which creditors are to prove their debts or claims or be excluded from the benefit of any distribution to be made by the liquidator,

(d) in a voluntary winding up, appoint a liquidator on application by a member if

(i) there is no liquidator acting, and

(ii) it is impractical or impossible to hold a general meeting of the society for the purpose of filling the vacancy,

(e) on cause shown by any of the persons mentioned in section 109 (1), remove a liquidator and fill any vacancy in the office of the liquidator,

(f) on terms and conditions the court considers appropriate, release a liquidator who has

(i) resigned,

(ii) been removed from office, or

(iii) in the liquidator's opinion, fully wound up the affairs of the society,

(g) on application by any of the persons mentioned in section 109 (1), confirm, reverse or modify any act or decision of a liquidator and make any order the court considers appropriate,

(h) if a liquidator does not faithfully perform the liquidator's duties, inquire into the matter and take the action the court considers appropriate,

(i) on application by any of the persons mentioned in section 109 (1),

(i) examine into the conduct of any person who has taken part in the formation or promotion of the society or any person who is a past or present director, officer, receiver, receiver manager, liquidator or member of the society, if it appears that that person

(A) has misapplied, retained or become liable or accountable for any money or property in relation to the society, or

(B) has become liable or accountable for any breach of trust in relation to the society, and

(ii) compel the person referred to in subparagraph (i) to repay or to restore the money or property, or any part of the money or property, with interest at the rate the court considers appropriate, or to contribute the sum to the assets of the society by way of compensation in respect of the misapplication, retainer or breach of trust, as the court considers appropriate,

and this provision applies even if the conduct complained of is conduct for which the person may be liable to prosecution,

(j) on terms and conditions the court considers appropriate, make an order staying the proceedings either absolutely or for a limited time, and

(k) on application by the liquidator, give directions in relation to any matter arising under the winding up.

Duty to assist liquidator

128 (1) In this section, "affiliate" has the same meaning as in the Business Corporations Act.

(2) A person who is a present or former director, receiver manager, officer, employee, banker, auditor, member or agent of, or a present or former receiver of property of, a society that is being wound up or of any affiliate of it must,

(a) on inquiry by the liquidator, fully and truly inform the liquidator, to the best of the person's knowledge and belief, of all the property of the society, and how, to whom, for what consideration and when the society disposed of any part of the property, except any part disposed of in the ordinary course of the operations of the society,

(b) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, all the property of the society in the custody or under the control of the person, and

Final meeting and dissolution

129 (1) As soon as the affairs of a society are fully wound up, the liquidator must

(a) prepare an account of the winding up, showing how the winding up was conducted and how the property of the society was disposed of, and

(b) call a final general meeting of the society for the purpose of presenting the account and giving any explanation of the account.

(3) If, within 1/2 hour after the time appointed for the final general meeting, a quorum of members is not present, the liquidator must adjourn the meeting to the same day in the next week and, if at the adjourned meeting a quorum is not present within 1/2 hour after the time appointed for the meeting, the meeting must proceed and is deemed to have been properly held.

(4) The liquidator, not more than 7 days after the final general meeting, must file with the registrar a copy of the account and a return in the form established by the registrar.

Dissolution on completion of winding up

130 (1) The registrar, on receiving the copy of the account and the return referred to in section 129, must file them.

(2) Three months after the filing referred to in subsection (1), the society is dissolved.

(3) On application by the liquidator or by any person mentioned in section 109 (1), the court may make an order deferring the date on which the dissolution of the society is to take effect for the time the court considers appropriate.

(4) No order made under this section is effective unless a certified copy of the order is filed with the registrar before the society is dissolved under subsection (2).

Unclaimed or undistributed assets

131 (1) In this section, "administrator" has the same meaning as in the Unclaimed Property Act.

(2) If a liquidator has or controls any unclaimed or undistributed assets or money of the society that have remained unclaimed or undistributed for more than 6 months after the date on which any distribution by the liquidator became payable, the liquidator must promptly pay or deliver the assets or money to the administrator with a statement showing the full names and last known addresses of the persons appearing to be entitled to the assets or money and the amounts to which they appear to be respectively entitled, and the administrator must give the liquidator a receipt, which receipt is an effectual discharge to the liquidator.

(3) The administrator, in respect of any money or assets paid or delivered to the administrator under this section, may invest the money or realize the assets and invest the proceeds, and the money so received or realized by the administrator is deemed to be an unclaimed money deposit under the Unclaimed Property Act.

Disposal of books and papers of society

132 If a society has been dissolved, the liquidator is responsible for the care and custody of the society's records, including documents, instruments and accounting records, for 2 years after the date of dissolution, but not longer.

Discharge by court order

133 A court order releasing a liquidator discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the affairs of the society or otherwise in relation to the liquidator's conduct in that capacity, but that order may be revoked on proof that it was obtained by fraud or by suppression or concealment of any material fact.

Division 7 — Disposal of Assets

Disposal of assets

134 (1) On the winding up and dissolution of a society with a charitable purpose, the assets must not be distributed among the members, and unless the constitution, the bylaws or a resolution of the members provides for the payment, transfer and delivery of the assets remaining, after all debts have been paid or provision for payment has been made, to a charitable institution or to trustees on trust for a charitable purpose, the assets remaining must be paid, transferred or delivered to the Minister of Finance.

(2) On the winding up and dissolution of a society without a charitable purpose, unless the constitution, the bylaws or a resolution of the members provides otherwise, after all debts have been paid or provision for payment has been made, the assets remaining must be paid, transferred or delivered to the Minister of Finance.

(3) In this section, a society having any of the following purposes has a charitable purpose:

(a) the relief of poverty;

(b) the advancement of education;

(d) any other purpose beneficial to the community.

(4) If a society is wound up, the assets remaining, after all debts have been paid or provision for payment has been made, must be paid, transferred or delivered to the persons entitled to receive those assets.

Division 8 — After Dissolution

Liabilities survive

135 The liability of every director, officer, liquidator and member of a society that is dissolved, or of an extraprovincial society that has had its registration cancelled, continues and may be enforced as if the society had not been dissolved, or the registration of the extraprovincial society had not been cancelled.

Publication

136 The registrar must publish, in the Gazette or in any other prescribed manner, notice that a society or an extraprovincial society has been dissolved or has had its registration cancelled, and the date the action took place.

Division 9 — Restoration

Restoration to register

137 (1) If a society has been dissolved or the registration of an extraprovincial society has been cancelled under this Act, the court, if it is satisfied that it is just that the society or extraprovincial society be restored to the register, may make an order restoring the society or extraprovincial society to the register

(a) not more than 10 years after the date of the dissolution or cancellation,

(b) on application by a liquidator, by a member, by a creditor of the society or extraprovincial society or by any other interested person, and

(2) If a society or an extraprovincial society is restored to the register under subsection (1), the society is deemed to have continued in existence, or the registration of the extraprovincial society is deemed not to have been cancelled, and proceedings may be taken as might have been taken if the society had not been dissolved, or the registration of the extraprovincial society had not been cancelled.

(3) The court may make an order under subsection (1) restoring a society or an extraprovincial society to the register for a limited period and, after the expiration of that period, the society must promptly be dissolved or, in the case of an extraprovincial society, its registration cancelled, by the registrar.

(4) The court must not make an order under this section

(a) unless notice of the application under subsection (1) and a copy of any document filed in support of it have been sent to the registrar and the registrar has consented to the restoration, and

(b) until one week after the applicant has published notice of the application under subsection (1), in one issue of the Gazette, and has mailed notice of that application to the address of the society or, in the case of an extraprovincial society, to the address of its attorney.

(5) A society that has as a purpose one of those mentioned in section 2 (1) must not be restored to the register without the written consent, if any, required under that section.

Power of court

138 (1) In an order made under section 137, the court may give directions and make provisions it considers appropriate for placing the society or extraprovincial society and every other person in the same position, as nearly as may be, as they would have been had the society not been dissolved or had the registration of the extraprovincial society not been cancelled.

(2) Unless the court orders otherwise, an order under subsection (1) is without prejudice to the rights of parties acquired before the date on which the society or extraprovincial society is restored to the register.

Change of name on restoration

139 In any order made under section 137, the court may require that the society or extraprovincial society be restored to the register under a different name that is acceptable to the registrar.

Filing and publication

140 (1) No order made under section 137 is effective until a certified copy has been accepted for filing by the registrar.

(2) The registrar must not accept for filing any order made under section 137 unless

(a) the registrar receives proof to his or her satisfaction that the terms and conditions precedent of the order, if any, have been complied with, and

(b) the registrar's requirements are fulfilled.

(3) After filing an order made under section 137, the registrar must

(a) publish, in the Gazette or in any other prescribed manner, notice of the restoration of a society or an extraprovincial society, showing the date of restoration, and

(b) issue a certificate of restoration.

Escheat

141 Despite the provisions of this Act, title to, or any interest in, land that has escheated or that is deemed to have escheated to the government under section 4 of the Escheat Act is not affected in any way by an order made under section 137 of this Act, except as provided in section 4 of the Escheat Act.

Part 13 — Offences

Offences

142 (1) Section 5 of the Offence Act does not apply to section 89 of this Act.

(2) A person commits an offence who

(a) is a director of a society and makes an affidavit under section 106 without having reasonable grounds for the opinion that the society will be able to pay its debts in full within the period specified in the affidavit,

(b) acts as a liquidator and is not qualified to act as a liquidator,

(d) contravenes section 128.

(3) Subject to subsection (4), a person commits an offence who makes or assists in making a statement in a document that is required or permitted to be filed with the registrar under this Act if the statement

(a) is, at the time and in light of the circumstances under which it is made, false or misleading in respect of any material fact, or

(b) omits any material fact, the omission of which makes the statement false or misleading.

(4) No person is guilty of an offence under subsection (3) if that person

(a) did not know that the statement was false or misleading, and

(b) with the exercise of reasonable diligence, could not have known that the statement was false or misleading.

(5) A person who commits an offence under subsection (2) or (3) is liable,

(a) in the case of a person other than an individual, to a fine of not more than $5 000, or

(b) in the case of an individual, to a fine of not more than $2 000.

Transitional Provisions

Transition — administrative integration of Canada Student Loans
Program and BC Student Assistance Program

142 (1) In this section:

"borrower", except in subsection (5), means a person who

(a) is or was required to make his or her first regular monthly payment on a British Columbia student loan on or before June 30, 2012, and

(b) has not signed a Master Student Financial Assistance Agreement for Canada and British Columbia;

"British Columbia student loan" means an amount loaned by the government to a person to enable the person to attend a post-secondary institution;

"Canada student loan" means a loan provided under a "full-time direct loan agreement" as that term is defined under the Canada Student Financial Assistance Act;

"debt management program" means

(a) the B.C. loan forgiveness program,

(b) the Pacific Leaders B.C. loan forgiveness program, or

"federal minister" means the minister of the government of Canada who is responsible for the administration of Canada student loans;

"former repayment terms" means the terms and conditions on which a borrower is required to repay his or her British Columbia student loan, which terms and conditions are either

(a) set out in an agreement in writing, other than a student loan agreement, between the borrower and the government that the borrower signed and returned to the government, or

(b) determined or imposed under the terms of the borrower's student loan agreement or agreement described in paragraph (a);

"Master Student Financial Assistance Agreement for Canada and British Columbia" means the student loan agreement developed under the Agreement for Administrative Integration of Canada Student Loans Program and BC Student Assistance Program between Her Majesty in right of Canada and Her Majesty in right of British Columbia and dated January 24, 2011;

"new repayment terms" means the terms and conditions on which a borrower is required to repay his or her British Columbia student loan under subsection (2) or (3), as applicable;

"student loan agreement" means the agreement in writing, however titled, that sets out the terms and conditions on which a person's British Columbia student loan is provided, including changes to its provisions in respect of which notice has been sent to the person, but does not include an agreement described in paragraph (a) of the definition of "former repayment terms".

(2) Despite a borrower's former repayment terms or the terms of the borrower's student loan agreement, the following are repayment terms on which the British Columbia student loans of that borrower must be paid:

(a) effective July 1, 2012,

(i) prime rate is the variable reference rate of interest as calculated by the federal minister for the purposes of Canada student loans, and

(ii) the scheduled monthly payment under the borrower's former repayment terms, or, if the borrower has been making more than one scheduled payment each month under those terms, the sum of those scheduled payments, must be paid on the last day of each month;

(b) effective March 1, 2012, no fees or charges are payable by the borrower in respect of payments that

(i) are not honoured by the borrower's financial institution because of insufficient funds, and

(ii) are due on or after that date.

(3) Despite a borrower's former repayment terms or the terms of the borrower's student loan agreement, for a borrower who meets all the following criteria:

(a) the borrower has a Canada student loan;

(b) the borrower's interest rate under his or her former repayment terms and the interest rate under the repayment terms that apply to his or her Canada student loan are both a fixed rate of interest or both a variable rate of interest;

(d) the borrower is not an undischarged bankrupt;

(e) any prescribed criteria,

effective July 1, 2012, the following are repayment terms on which the British Columbia student loan of that borrower must be paid:

(f) payments may be credited as follows:

(i) first to outstanding fees and charges described in subsection (2) (b) (i) that accrued in respect of payments due before March 1, 2012;

(ii) next to outstanding accrued interest;

(iii) next to principal balance, including any capitalized interest;

(g) subject to paragraph (f), the amount of the borrower's scheduled monthly payment that is to be credited to the borrower's British Columbia student loan for a particular month is the amount that results from the following calculation:

(BCSL payment + CLS payment) X	BCSL balance

	(BCSL balance + CSL balance

where
BCSL payment	=	the amount a borrower must pay monthly in respect of the borrower's British Columbia student loan under the borrower's former repayment terms;
CSL payment	=	the amount that, on June 30, 2012, the borrower must pay monthly to Canada in respect of the borrower's Canada student loan under the terms of that loan;
BCSL balance	=	the outstanding principal amount of the borrower's British Columbia student loan on the date the payment is made, including any capitalized interest;
CSL balance	=	the outstanding principal amount of the borrower's Canada student loan on the date the payment is made, including any capitalized interest;

(h) a prepayment made in respect of a British Columbia student loan is to be prorated between the borrower's British Columbia student loan and Canada student loan by applying the calculation set out in paragraph (g), but substituting the amount of the prepayment for "(BCSL payment + CSL payment)" in the calculation;

(i) amortization period is the number of months, to a maximum of 234 months, required to reduce the borrower's BCSL balance, as that term is described in paragraph (g), to zero if

(i) the borrower makes payments equal to the sum of BCSL payment and CSL payment, as those terms are described in paragraph (g), at the interest rate applicable under the borrower's new repayment terms, and

(ii) those payments are applied as set out in paragraph (g) to the sum of BCSL balance and CSL balance, as those terms are described in paragraph (g).

(4) Subsections (2) (a) (ii) and (3) do not apply in respect of a borrower

(a) who at any time before July 1, 2012 has failed to make 5 or more consecutive scheduled payments on his or her British Columbia student loan, and

(b) in respect of whom the government has not subsequently approved an application for

(i) different repayment terms for that loan under which terms the loan is treated as being in good standing on the date the application is approved,

(ii) interest-free status for that loan, or

(iii) a new British Columbia student loan.

(5) Unless it is a Master Student Financial Assistance Agreement for Canada and British Columbia, the student loan agreement of each borrower, within the meaning of his or her student loan agreement, is conclusively deemed to have included the following term when the student loan agreement was entered into:

The Province may amend this agreement from time to time for the purpose of aligning the terms of this agreement with the terms of the Master Student Financial Assistance Agreement for Canada and British Columbia and will send written notice of any amendment to this agreement to the borrower at the borrower's address as shown in this agreement or another address the borrower has provided. On receipt of such a notice, the borrower may repay all amounts owed within 14 days, but if all amounts are not paid within that period, the borrower is conclusively deemed to have accepted the amendment in respect of which the notice was sent.

(6) Nothing in subsection (2) or (3)

(a) prevents the government and the borrower from entering into an agreement on or after July 1, 2012 for repayment of the borrower's British Columbia student loan on terms different from the new repayment terms, or

(b) restricts the authority of the government to, in accordance with the terms of a student loan agreement, amend the student loan agreement or change the provisions of that student loan agreement.

(7) No action lies, and a legal proceeding may not be brought or continued, against the government or any person acting on behalf of the government for compensation, damages or any other remedy arising as a direct or indirect consequence of

(a) the changes made under subsection (2) or (3) to the terms on which a British Columbia student loan must be repaid, or

(b) any amendments to a student loan agreement under the term included in the student loan agreement under subsection (5).

(8) The Lieutenant Governor in Council may make regulations

(a) on or before July 1, 2012, prescribing debt management programs for the purpose of the definition of "debt management program" in subsection (1),

(b) on or before July 1, 2012, prescribing criteria for the purposes of subsection (3) (e), and

(i) the definition of "borrower" in subsection (1),

(ii) subsection (2), (3), (4) or (6), or

(iii) this subsection,

prescribing a later date that applies instead for the purposes of the provision in which it appears.

Transition — pre-existing trust companies and pre-existing insurance companies

143 (1) A pre-existing trust company and a pre-existing insurance company must do the following within 2 years after the coming into force of this section:

(a) file with the registrar a transition application that complies with section 437 (2) of the Business Corporations Act;

(b) alter the company's articles if and to the extent necessary to ensure that those articles comply with section 438 (3) of the Business Corporations Act.

(2) Divisions 1 to 3 of Part 14 of the Business Corporations Act, other than section 436 (1) of that Act, apply to pre-existing trust companies and pre-existing insurance companies.

Transition — conclusiveness of certificate of incorporation

144 (1) A certificate of incorporation issued to or for a pre-existing trust company that has not filed a transition application under the Business Corporations Act is conclusive evidence that the trust company was duly incorporated under the Financial Institutions Act, the Trust Company Act, R.S.B.C. 1979, c. 412, or another Act and a certificate of incorporation issued to or for a pre-existing insurance company that has not filed a transition application under the Business Corporations Act is conclusive evidence that the insurance company was duly incorporated under the Financial Institutions Act.

(2) Section 18 of the Business Corporations Act does not apply to a pre-existing trust company or a pre-existing insurance company until the company files a transition application under the Business Corporations Act.

Transition — first annual reference date

145 For the purposes of section 182 (1) (b) of the Business Corporations Act, a pre-existing insurance company or a pre-existing trust company that has neither held an annual general meeting under that Act nor passed a resolution under section 182 (2) of that Act has, as its first annual reference date for the purposes of the Business Corporations Act,

(a) if the company was recognized under section 3 (3) of the Business Corporations Act not more than 18 months before the coming into force of this section, the earlier of

(i) the date of the company's first annual general meeting, if any, that was held under the Company Act as it applied for the purposes of the Financial Institutions Act, and

(ii) the date that is 18 months after the recognition of the company, or

(b) if the company was recognized under section 3 (3) of the Business Corporations Act more than 18 months before the coming into force of this section, the later of

(i) the date that is 13 months after the date of the company's most recent annual general meeting, if any, that was held under the Company Act as it applied for the purposes of the Financial Institutions Act, and

(ii) the date that is 6 months before the day on which this section comes into force.

Transition — regulations

146 (1) The Lieutenant Governor in Council may make regulations for meeting or removing any difficulty arising out of the coming into force of any or all of the amendments by this Act to the Business Corporations Act, the Financial Institutions Act or the Finance Statutes Amendment Act, 2010, and the regulations may be made to apply generally or to a particular case or class of cases.

(2) A regulation made under subsection (1) may be made retroactive to a date not earlier than the date this section comes into force.

(3) This section and any regulations made under subsections (1) and (2) are repealed on December 31, 2014.

Consequential Amendments

Infants Act

147 The Infants Act, R.S.B.C. 1996, c. 223, is amended by adding the following section:

Student loan agreement enforceable against infant

19.1 (1) In this section, "student loan agreement" means an agreement in writing between a person and the government setting out the terms and conditions

(a) on which the government agrees to lend money to the person to enable the person to attend a post-secondary institution, or

(b) on which a loan described in paragraph (a) is to be repaid,

and includes amendments to the agreement.

(2) A student loan agreement that a person who is an infant enters into is enforceable by and against the person to the same extent as if the infant were an adult at the time the agreement was entered into.

Trade, Investment and Labour Mobility Agreement Implementation Act

148 Section 39 of the Trade, Investment and Labour Mobility Agreement Implementation Act, S.B.C. 2008, c. 39, as it enacts section 16.1 (4) (c) of the Credit Union Incorporation Act, R.S.B.C. 1996, c. 82, is amended by adding "or in any other prescribed manner" after "Gazette".

Commencement

149 The provisions of this Act referred to in column 1 of the following table come into force as set out in column 2 of the table:

Item	Column 1 Provisions of Act	Column 2 Commencement
1	Anything not elsewhere covered by this table	The date of Royal Assent
2	Sections 1 to 62	By regulation of the Lieutenant Governor in Council
3	Sections 64 to 118	By regulation of the Lieutenant Governor in Council
4	Sections 120 to 122	By regulation of the Lieutenant Governor in Council
5	Sections 135 to 141	By regulation of the Lieutenant Governor in Council
6	Sections 143 to 146	By regulation of the Lieutenant Governor in Council
7	Section 148	By regulation of the Lieutenant Governor in Council