The Credit Union Central of Saskatchewan Act, 1999

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1 1 OF SASKATCHEWAN c. 01 The Credit Union Central of Saskatchewan Act, 1999 being a Private Act Chapter 01 of the Statutes of Saskatchewan, 1999 (effective May 6, 1999). NOTE: This consolidation is not official. Amendments have been incorporated for convenience of reference and the original statutes and regulations should be consulted for all purposes of interpretation and application of the law. In order to preserve the integrity of the original statutes and regulations, errors that may have appeared are reproduced in this consolidation.

2 2 c. 01 OF SASKATCHEWAN Table of Contents Preamble 1 Short title PART I Credit Union Central of Saskatchewan 2 Interpretation 3 Central continued 4 Powers of central 5 Central cooperative credit society 6 Additional powers of central 7 Restriction on capacity 8 Membership in central 9 Membership shares 10 Charge to secure membership debts 11 Rights of existing shareholders 12 Membership share certificate 13 Investment shares 14 Bylaws relating to investment shares 15 Redemption of shares 16 Bylaws 17 Minimum membership 18 Liability limited 19 Security where managing money 20 Financial review of central PART II Application of Other Statutes 21 Application of The Business Corporations Act 22 Other Statutes PART III Amalgamations 23 Amalgamation with a corporation 24 Amalgamation with a co-operative PART IV Saskatchewan Co-operative Financial Services Limited 25 Amalgamation 26 Dissolution PART V Credit Union Services Corporation of Saskatchewan 27 Incorporation 28 Division of central activities PART VI Property Transfers 29 Property transfers 30 Filing of agreement 31 Agreement is conveyance PART VII Repeal and Coming into Force 32 Repeal

3 3 OF SASKATCHEWAN c. 01 CHAPTER 01 An Act respecting Credit Union Central of Saskatchewan, Saskatchewan Co-operative Financial Services Limited and Credit Union Services Corporation of Saskatchewan Preamble WHEREAS the incorporation of Saskatchewan Co-operative Credit Society Limited and Saskatchewan Co-operative Financial Services Limited was continued by An Act to amend and consolidate An Act respecting Saskatchewan Co-operative Credit Society Limited and Saskatchewan Co-operative Financial Services Limited, being Chapter 89 of the Statutes of Saskatchewan, 1979; AND WHEREAS Chapter 89 of the Statutes of Saskatchewan, 1979, was amended by Chapter 02 of the Statutes of Saskatchewan, and by Chapter 03 of the Statutes of Saskatchewan, 1992; AND WHEREAS Chapter 89 of the Statutes of Saskatchewan, 1979, provided that Saskatchewan Co-operative Credit Society Limited may be know and designated as Credit Union Central of Saskatchewan and may use that name and designation in the place of Saskatchewan Co-operative Credit Society Limited; AND WHEREAS Credit Union Central of Saskatchewan has, by petition, prayed for the incorporation of Credit Union Services Corporation of Saskatchewan; AND WHEREAS Saskatchewan Co-operative Credit Society Limited and Saskatchewan Co-operative Financial Services Limited have, by petition, prayed that An Act to amend and consolidate An Act respecting Saskatchewan Co-operative Credit Society Limited and Saskatchewan Co-operative Financial Services Limited be repealed and replaced with a new Act entitled The Credit Union Central of Saskatchewan Act, 1999; AND WHEREAS it is expedient to grant the prayer of the said petitioners; THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Saskatchewan, enacts as follows: Short title 1 This Act may be cited as The Credit Union Central of Saskatchewan Act, PART I Credit Union Central of Saskatchewan Interpretation 2 In this Act: (a) central means Credit Union Central of Saskatchewan continued pursuant to section 3; (b) former Act means An Act to amend and consolidate An Act respecting Saskatchewan Co-operative Credit Society Limited and Saskatchewan Cooperative Financial Services Limited, being chapter 89 of The Statutes of Saskatchewan, 1979;

4 4 c. 01 OF SASKATCHEWAN (c) registrar means the Registrar of Credit Unions appointed pursuant to The Credit Union Act, 1998; (d) services corporation means Credit Union Services Corporation of Saskatchewan constituted pursuant to Part V; (e) special resolution means a resolution passed by a majority of not less than two-thirds of the votes cast by or on behalf of the persons who are entitled to and who properly vote in respect of that resolution. 1999, c.01, s.2. Central continued 3(1) Saskatchewan Co-operative Credit Society Limited, continued pursuant to the former Act, is continued as a corporation under the name Credit Union Central of Saskatchewan. (2) Central has all of the powers, privileges and immunities provided by this Act and is subject to all the limitations and restrictions prescribed by this Act. (3) Central may use the name Saskatchewan Co-operative Credit Society Limited as occasion may require or be of benefit. (4) The head office of central shall be situated in the City of Regina in the Province of Saskatchewan or at such other place in the province that central may determine. 1999, c.01, s.3. Powers of central 4(1) Central has the capacity, and subject to this Act, the rights, powers and privileges of a natural person. (2) Central has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Saskatchewan to the extent and in the manner that the laws of that jurisdiction permit. (3) No act of central, including any transfer of property to or by central is invalid by reason only that the act or transfer is contrary to this Act. (4) It is not necessary for central to pass a bylaw in order to confer any particular power on central or its directors. 1999, c.01, s.4. Central cooperative credit society 5(1) Subject to the other provisions of this Act: (a) central has the power and capacity to accept and exercise the powers, privileges and immunities granted to a central cooperative credit society pursuant to Part XVI of the Cooperative Credit Associations Act (Canada); and (b) central is subject to the limitations and liabilities imposed on a central cooperative credit society pursuant to Part XVI of the Cooperative Credit Associations Act (Canada). (2) If Part XVI of the Cooperative Credit Associations Act (Canada) ceases to apply to central, subsection (1) ceases to apply to central. 1999, c.01, s.5.

5 5 OF SASKATCHEWAN c. 01 Additional powers of central 6(1) Central has the powers and capacities granted to a credit union pursuant to sections 34, 35 and 36 of The Credit Union Act, 1998, and those sections apply to central with any necessary modification. (2) Central may: (a) act as a trustee; and (b) make loans, acquire investments, securities and evidences of indebtedness. (3) Central may assist any credit union in the provision of any insurance service that a credit union may, in accordance with The Credit Union Act, 1998, provide. (4) Central may apply for and become a member institution of Canada Deposit Insurance Corporation, pursuant to the provisions of the Canada Deposit Insurance Corporation Act (Canada) or with any other corporation, whether federal or provincial, that provides insurance against the loss of deposits similar to that provided by Canada Deposit Insurance Corporation. 1999, c.01, s.6. Restriction on capacity 7(1) For so long as Part XVI of the Cooperative Credit Associations Act (Canada) applies to central, nothing in this Act authorizes central to exercise any power or capacity: (a) that it is prohibited or restricted from exercising; or (b) contrary to any limitation or liability imposed on it; as a central cooperative credit society pursuant to that Act. (2) Central shall not: (a) carry on any business or exercise any power that it is restricted by this Act from carrying on; (b) exercise any of its powers in a manner contrary to this Act; (c) carry on the business of accepting deposits from individuals, unless central is a member of Canada Deposit Insurance Corporation or a member of a compensation association approved by the registrar; or (d) undertake the business of insurance, except as authorized by the Cooperative Credit Associations Act (Canada) and subsection 6(3) of this Act. 1999, c.01, s.7. Membership in central 8(1) Membership in central shall be confined to bodies corporate, incorporated or registered under any Act providing for the incorporation or registration of credit unions or co-operatives of any province of Canada or of the Parliament of Canada or the Cooperative Credit Associations Act (Canada) or any entity whose business, in the opinion of the directors of central, is conducted in accordance with credit union or co-operative principles, or that is operated as a non-profit corporation or as a community or cultural association or is an entity of which central is a shareholder or member.

6 6 c. 01 OF SASKATCHEWAN (2) Each member of central shall be the owner of at least one membership share of central. (3) Subject to subsection (4), each member of central shall have one vote on all matters to be decided by the members. (4) The members of central may, by bylaw, provide that the voting rights of a member shall be vested in one or more delegates to be elected or appointed by the members in the manner that is provided for in the bylaws and the delegates so elected or appointed may exercise all or any of those rights. 1999, c.01, s.8. Membership shares 9(1) Central may issue an unlimited number of shares of one class to be designated as membership shares, in this Act referred to as membership shares. (2) Membership shares may be issued only to members of central. (3) Membership shares shall be without nominal or par value and may be issued at such time and to such members of central and for such consideration as the directors of central may determine. (4) Membership shares of central confer on the holders of the shares equal rights: (a) subject to subsections 13(4) and 13(5), to elect or appoint all the directors of central; (b) to receive dividends declared thereon; and (c) to receive the remaining property of central on dissolution. (5) The bylaws of central may provide for a price, or a formula to determine a price, at which membership shares are to be issued or purchased by central. 1999, c.01, s.9. Charge to secure membership debts 10 Subject to any expressed exclusions provided for in the bylaws, central has a charge on the membership shares held by the members, dividends or interest payable thereon, allocated earnings, deposits of members with central and interest payable on such deposits for debts due from them to central and may apply any such sum in or towards the payment of such debt. 1999, c.01, s.10. Rights of existing shareholders 11 Shares issued by central with nominal or par value before the coming into force of this section are deemed to be: (a) membership shares; and (b) without nominal or par values; and where any right of a holder of a share issued by central before this Act came into force was stated or expressed in terms of nominal or par value, that right is deemed to be the same right stated or expressed without reference to nominal or par value. 1999, c.01, s.11.

7 7 OF SASKATCHEWAN c. 01 Membership share certificate 12 If central issues certificates for membership shares, there shall be stated on the face of the certificate a statement that: (a) the certificate represents membership shares in central and the number of such membership shares; (b) the certificate is not transferable without the approval of the directors of central; and (c) there may be a charge on the membership shares represented by the certificate in favour of central for indebtedness to central. 1999, c.01, s.12. Investment shares 13(1) Central may issue an unlimited number of shares that are not membership shares, which are designated as investment shares. (2) Investment shares shall be without nominal or par value and may be issued at such times and to such persons and for such consideration as the directors of central may determine. (3) The bylaws of central made pursuant to section 14 may authorize the issue of any class of investment shares in one or more series and may authorize the directors of central to fix the maximum number, if any, of investment shares in each series and to determine the designations, preferences, rights, privileges, restrictions, limitations, prohibitions and conditions attaching to the investment shares of each series, subject to the limitations set out in the bylaws. (4) Central may issue an investment share that confers: (a) on the holder of the investment share the right to appoint or to vote on an election of directors by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; or (b) on the holder of the investment share on any class of holders of investment shares or on the holders of a series of investment shares the right to appoint or to vote on an election of a fixed number or a percentage of the directors. (5) Notwithstanding subsection (4), the holders of investment shares shall not have the right to appoint or elect more than twenty percent of the directors of central. (6) If any cumulative dividends or amounts payable on return of capital with respect to a series of investment shares are not paid in full, the investment shares of all series of the same class must participate rateably with respect to cumulative dividends and return of capital. (7) No preferences, rights, privileges, restrictions, limitations, prohibitions or conditions attached to a series of investment shares permitted pursuant to this section confer a priority with respect to dividends or return of capital on a series over any other series of investment shares of the same class that are then outstanding. (8) Except as provided in subsection (9), investment shares carry no rights to vote.

8 8 c. 01 OF SASKATCHEWAN (9) The holders of investment shares: (a) are entitled to vote in any of the circumstances of subsection (4), or any of subsections 14(2), 14(3), 23(7) and 24(8) of this Act and sections 182, 183 and 203 of The Business Corporations Act and for any such vote each investment share entitles the holder to one vote; and (b) shall meet separately to vote on any matter on which they are permitted to vote. (10) Investment shares of any class may be issued subject to the condition that no investment shares of that class may be issued: (a) unless the investment shares are first offered to the investment shareholders of that class; and (b) the investment shareholders of that class have a pre-emptive right to acquire the offered investment shares in proportion to their holdings of the investment shares of that class and at the price at which and on the terms on which those investment shares are to be offered to others. (11) Subsection (10) does not apply to an issue of investment shares that are issued: (a) in exchange for a thing or service other than money; (b) as an investment share dividend or in payment of a patronage allocation; or (c) pursuant to the exercise of a conversion privilege, option or right previously granted by central. (12) The directors may authorize central to pay a reasonable commission to any person in consideration of that person: (a) purchasing or agreeing to purchase investment shares from central or from some other person; or (b) procuring or agreeing to procure purchasers for any investment share. 1999, c.01, s.13. Bylaws relating to investment shares 14(1) The members of central may by a special resolution make, amend or repeal any bylaw to: (a) establish classes of investment shares; (b) provide for a price, or a formula to determine a price, at which investment shares are to be issued or purchased by central; (c) change the maximum number of investment shares of any class that central is authorized to issue; (d) change the designation of any or all of central s investment shares, and add, change or remove any preference, right, privilege, restriction, limitation, prohibition and condition, including rights to accrue dividends in respect of any or all of central s investment shares, whether issued or unissued; (e) change the investment shares of any class or series, whether issued or unissued, into a different number of investment shares of the same class or series or into the same or a different number of investment shares of another class or series;

9 9 OF SASKATCHEWAN c. 01 (f) divide a class of investment shares, whether issued or unissued, into series and fix the maximum number of investment shares, if any, in each series and the designations, preferences, rights, privileges, restrictions, limitations, prohibitions and conditions attached thereto; (g) authorize the directors to divide any class of unissued investment shares into series and fix the maximum number of investment shares, if any, in each series and the designations, preferences, rights, privileges, restrictions, limitation, prohibitions and conditions attached thereto; (h) authorize the directors to change the designations, preferences, rights, privileges, restrictions, limitations, prohibitions and conditions attached to unissued investment shares of any series; and (i) revoke, diminish or enlarge any authority conferred under clauses (g) and (h). (2) The holders of investment shares of a class or, subject to subsection (3), of a series are, unless the bylaws provide otherwise, in the case of an amendment to the bylaws referred to in clause (1)(a), (c) or (d), entitled to vote separately as a class or series on a proposal to amend the bylaws to: (a) increase or decrease any maximum number of authorized investment shares of that class, or increase any maximum number of authorized investment shares of a class having preferences, rights or privileges equal or superior to the investment shares of that class; (b) effect an exchange, a reclassification or cancellation of all or part of the investment shares of that class; (c) add, exchange or remove the preferences, rights, privileges, restrictions, limitations, prohibitions or conditions attached to the investment shares of that class and, without limiting the generality of the foregoing: (i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends; (ii) add, remove or change prejudicially redemption rights; (iii) reduce or remove a dividend preference or a liquidation preference; or (iv) add, remove or change prejudicially conversion rights, options, voting, transfer or pre-emptive rights or rights to acquire securities of central or sinking fund provisions; (d) increase the preferences, rights or privileges of any class of investment shares having preferences, rights or privileges equal or superior to the investment shares of that class; (e) create a new class of shares equal or superior to the investment shares of that class; (f) make any class of investment shares having preferences, rights or privileges inferior to the investment shares of that class equal or superior to the investment shares of that class; or

10 10 c. 01 OF SASKATCHEWAN (g) effect an exchange or create a right of exchange of all or part of the investment shares of another class into the investment shares of that class. (3) The holders of a series of investment shares of a class are entitled to vote separately as a series under subsection (2) if that series is affected by an addition, amendment or repeal to the bylaws in a manner different from other investment shares of the same class. (4) A copy of any bylaw made pursuant to subsection (1) shall be filed with the registrar not later than the earlier of thirty days after the making of the bylaw or the effective date of the bylaw. 1999, c.01, s.14. Redemption of shares 15(1) Subject to this Act and the bylaws, central may purchase or otherwise acquire any or all of the issued membership shares and investment shares of central. (2) Central shall not make any payment to purchase or otherwise acquire any membership shares or investment shares issued by it if there are reasonable grounds for believing that: (a) if Part XVI of the Cooperative Credit Associations Act (Canada) shall then apply to central, the remaining capital of central after the transaction would be less than that provided for by that Act; (b) central is, or would after the transaction, be unable to pay its liabilities as they become due; or (c) the realizable value of central s assets after the transaction would be less than the aggregate of: (i) its liabilities; and (ii) the amount that would be required for payment or redemption or in liquidation for all membership shares and investment shares, the holders of which have the right to be paid prior to the holders of the membership shares and investment shares to be purchased or acquired. 1999, c.01, s.15. Bylaws 16(1) The members of central may, by a special resolution make, amend or repeal any bylaw that may be necessary or advisable for the regulation or the conduct of the business and affairs of central, and, without limiting the generality of the foregoing, the members may make bylaws to provide: (a) for the admission, withdrawal and expulsion of members and ex-officio members and for the qualifications and conditions of membership of those members; (b) for the election or appointment of delegates by the members of central to take the place, fully and effectually, of the members in any and every way at meetings of the members of central;

11 11 OF SASKATCHEWAN c. 01 (c) for methods of electing or appointing directors, the qualifications, tenure and term of office of directors and the filling of vacancies occurring on the board of directors; (d) for the time and place for the holding of meetings of central and its directors, the quorum at such meetings and the procedure for such meetings; (e) subject to subsections 14(2) and 14(3), for the issue of and the designations, preferences, rights, privileges, restrictions, limitations, prohibitions and conditions attaching to each class or series of investment shares; (f) for the allotment of membership shares or investment shares, the issue and registration of certificates of shares or documents in lieu of such certificates; (g) for the appointment, function, duties and removal of all officials and servants of central, their remuneration and benefits, and the security, if any, to be given by them to central; (h) for the appointment of committees with any duties, powers and functions and the procedures for governing such committee; and (i) for the regulation or conduct in all other particulars of the business and affairs of central. (2) The directors shall not exercise their right, in accordance with The Business Corporations Act, to make or amend a bylaw if the bylaw or amendment to a bylaw made by the directors is contrary to any bylaw made by the members. (3) The bylaws of central are deemed to bind central and its members to the same extent as if they: (a) had been signed and sealed by central and by each member; and (b) contained covenants on the part of each member and the successors and assigns of each member to observe all of the provisions of the bylaws. 1999, c.01, s.16. Minimum membership 17 If at any time the number of members in central shall be less than five, central shall forthwith take such steps as are necessary to: (a) apply for a certificate of continuance under section 156 of The Co-operatives Act, 1996; or (b) liquidate and dissolve under Division XVI of The Business Corporations Act. 1999, c.01, s.17. Liability limited 18 The members and the holders of investment shares of central are not, in their capacities as members or as the holders of investment shares, liable for any liability, act or default of central, except as is contemplated under subsection 36(4) or 219(5) of The Business Corporations Act. 1999, c.01, s.18.

12 12 c. 01 OF SASKATCHEWAN Security where managing money 19 Every person appointed to an office that deals with the control of the assets of central shall, upon taking office and while holding office, give such security as is considered sufficient by the directors. 1999, c.01, s.19. Financial review of central 20(1) If an auditor is not appointed for central at an annual general meeting of the members, the registrar may appoint an auditor for the current year and fix the remuneration to be paid for such services. (2) If, in the opinion of the registrar, the affairs of central so require, the registrar may make or cause to be made an inspection of the books, documents and records of central. (3) The registrar is entitled to full access to the books, documents and records of central for an inspection pursuant to subsection (2), and, if the registrar is not satisfied with the financial affairs of central, at the conclusion of the inspection, the registrar may call a special meeting of central and report to the members the results of the inspection. 1999, c.01, s.20. PART II Application of Other Statutes Application of The Business Corporations Act 21(1) Section 2 of The Business Corporations Act and, subject to this Part, Part I and section 269 of that Act apply to central, except to the extent that any provision of those sections or that Part is inconsistent with this Act. (2) Division XII of Part I of The Business Corporations Act applies only to the holders of investment shares issued by central. (3) Section 140 of The Business Corporations Act, except subsection (1) of that section, does not apply to central and subsection 140(1) of that Act applies only to the holders of investment shares. (4) Subject to subsections (5) and (6), of this section and Part III of this Act, Division XIV of Part I of The Business Corporations Act does not apply to central. (5) Sections 182 and 183 of The Business Corporations Act apply to central. (6) Section 184 of The Business Corporations Act applies to the holder of investment shares of central. (7) Central is not required to file any return, statement or notice, or furnish any information or pay any fee, that is required by The Business Corporations Act, but shall file any return that may be required by the registrar. 1999, c.01, s.21.

13 13 OF SASKATCHEWAN c. 01 Other Statutes 22(1) Subject to this section, The Securities Act, 1988, The Trust and Loan Corporations Act and The Mortgage Brokers Act do not apply to central. (2) Except where an issue of investment shares is exclusive to members of central, The Securities Act, 1988, applies to the issue of investment shares by central. (3) Subject to subsection (4), division 6 of Part X of The Credit Union Act, 1998, other than subsection 139(8), applies to central with any necessary modification, with respect to any investment share that gives to the holder thereof the right, in any circumstance, to vote for or appoint a director of central. (4) Where the bylaws of central so provide, subsection (3) does not apply to a person that is a member of central or that qualifies to be a member of central. (5) If Part IV of The Trust and Loan Corporations Act, 1997 does not apply to central, Part VI of The Credit Union Act, 1998 shall apply to central with any necessary modification. (6) If Part XVI of the Cooperative Credit Associations Act (Canada) does not apply to central, Parts I and III to IX, other than section 19, and sections 8, 9, 12, and 13 of The Trust and Loan Corporations Act, 1997 apply to central, provided that in such applications: (a) the expression deposit, as that expression is incorporated into the definition loan corporation, as defined in clause 2(1)(k) of that Act, shall exclude a deposit from a person that is not an individual; and (b) the expression trust corporation, as defined in clause 2(1) (u) of that Act, shall not include an activity that is a service provided by central for a member of central. 1999, c.01, s.22. PART III Amalgamations Amalgamation with a corporation 23(1) Central may enter into an amalgamation agreement to amalgamate with a corporation. (2) If central enters into an amalgamation agreement with a corporation: (a) section 176 of The Business Corporations Act, other than clause (1)(a), of that section applies; (b) the amalgamation agreement shall provide that central is the amalgamated corporation continued pursuant to Part I of this Act. (3) If central enters into an amalgamation agreement with a corporation: (a) the directors of central shall call a special meeting of central to consider the amalgamation and shall send to each member a summary of the amalgamation agreement; (b) the amalgamation agreement is adopted by central when the members of central approve the amalgamation by a special resolution; and

14 14 c. 01 OF SASKATCHEWAN (c) the directors of central may terminate the amalgamation agreement at any time until a certificate of amalgamation mentioned in subsection (4) is issued. (4) The amalgamation of central and the corporation is effective when the Director under The Business Corporations Act issues a certificate of amalgamation in respect of the corporation. (5) A certificate of amalgamation mentioned in subsection (4) shall specify that the corporation is amalgamated with central and that central is the amalgamated corporation continued under Part I of this Act. (6) If central is amalgamated with a corporation, section 180 of The Business Corporations Act, other than clause (g), of that section applies. (7) The holders of investment shares or of a class or series of investment shares of central are entitled to vote separately as a class or series in respect of an amalgamation by central under this section, if the amalgamation agreement contains a provision that would entitle such holders to vote as a class or a series under subsection 14(2) or 14(3). 1999, c.01, s.23. Amalgamation with a co-operative 24(1) Central may enter into an amalgamation agreement with a co-operative, within the meaning of The Co-operatives Act, 1996, and such a co-operative may enter into an amalgamation agreement with central. (2) If central enters into an amalgamation agreement with a co-operative: (a) Section 152 of The Co-operatives Act, 1996, other than clause (1)(a), of that section applies; and (b) the amalgamation agreement shall provide that central is the amalgamated corporation continued pursuant to Part I of this Act. (3) If central enters into an amalgamation agreement with a co-operative: (a) the directors of central shall call a special meeting of central to consider the amalgamation and shall send to each member a summary of the amalgamation agreement; (b) the amalgamation agreement is adopted by central when the members of central approve the amalgamation by a special resolution; and (c) the directors of central may terminate the amalgamation agreement at any time until a certificate of amalgamation mentioned in subsection (4) is issued. (4) The amalgamation of central and the co-operative is effective when the Registrar under The Co-operatives Act, 1996, issues a certificate of amalgamation in respect of the co-operative. (5) A certificate of amalgamation mentioned in subsection (4) shall specify that the co-operative is amalgamated with central and that central is the amalgamated corporation continued under Part I of this Act. (6) If central is amalgamated with a co-operative, section 155 of The Co-operatives Act, 1996, other than clause (2)(g) of that section, applies.

15 15 OF SASKATCHEWAN c. 01 (7) If central is amalgamated with a co-operative, sections 151, 152, 153, 154 and 155 of The Co-operatives Act, 1996, do not apply to central except as provided in section 24 of this Act. (8) The holders of the investment shares or of a class or series of investment shares of central are entitled to vote separately as a class or series in respect of an amalgamation by central under this section, if the amalgamation agreement contains a provision that would entitle such holders to vote as a class or series under subsection 14(2) or 14(3). 1999, c.01, s.24. PART IV Saskatchewan Co-operative Financial Services Limited Amalgamation 25(1) Upon the effective date specified in special resolutions made by each of central and Saskatchewan Co-operative Financial Services Limited: (a) Saskatchewan Co-operative Financial Services Limited is amalgamated with central and central is the amalgamated corporation continued pursuant to Part I of this Act; and (b) section 180 of The Business Corporations Act, other than clause (g) of that section, applies to central and Saskatchewan Co-operative Financial Services Limited as if the amalgamation had occurred pursuant to section 178 of The Business Corporations Act. (2) A copy of each of the special resolutions made by central and Saskatchewan Co-operative Financial Services Limited pursuant to subsection (1) shall be filed with the registrar not later than the earlier of thirty days after the making of the last of such special resolutions or the effective date of the amalgamation. 1999, c.01, s.25. Dissolution 26(1) Upon the effective date specified in the special resolutions made by each of central and Saskatchewan Co-operative Financial Services Limited: (a) except as permitted under clause (i), Saskatchewan Co-operative Financial Services Limited is dissolved; (b) all the property of Saskatchewan Co-operative Financial Services Limited vests in central and central may enjoy and enforce all its rights in respect of that property; (c) central is appointed the attorney of Saskatchewan Co-operative Financial Services Limited and may exercise all rights and powers of Saskatchewan Cooperative Financial Services Limited and may bring, defend or take part in any civil, criminal or administrative action or proceeding in the name of and on behalf of Saskatchewan Co-operative Financial Services Limited; (d) central is liable for all of the obligations of Saskatchewan Co-operative Financial Services Limited;

16 16 c. 01 OF SASKATCHEWAN (e) an existing cause of action, claim or liability to prosecution or an order, ruling or judgement in respect of Saskatchewan Co-operative Financial Services Limited may be had and maintained or enforced against central; (f) a civil, criminal or administrative action or proceeding pending by or against Saskatchewan Co-operative Financial Services Limited may be continued to be prosecuted by or against central; (g) a conviction against, or ruling, order or judgement in favour of, Saskatchewan Co-operative Financial Services Limited may be enforced by or against central; (h) any investment had by central in the shares of Saskatchewan Co-operative Financial Services Limited is extinguished; and (i) Saskatchewan Co-operative Financial Services Limited shall cease to carry on any business except to the extent necessary to accomplish its dissolution in accordance with this section. (2) A copy of each of the special resolutions made by central and Saskatchewan Co-operative Financial Services Limited pursuant to subsection (1) shall be filed with the registrar not later than the earlier of thirty days after the making of the last of such special resolutions or the effective date of the dissolution. (3) Except for section 210 of The Business Corporations Act, other than clauses (a), (b), (c), (k), (l), (n), and (o) of that section, Part XVI of The Business Corporations Act does not apply to a dissolution of Saskatchewan Co-operative Financial Services Limited pursuant to subsection (1). 1999, c.01, s.26. PART V Credit Union Services Corporation of Saskatchewan Incorporation 27(1) There is hereby created a corporation, to be called Credit Union Services Corporation of Saskatchewan, in this Part referred to as services corporation. (2) Subject to this Part, Parts I, II and III of this Act, except for section 3, apply to services corporation as if each reference to central in Parts I, II and III were a reference to services corporation. (3) Services corporation shall not carry on any business until the members of central have adopted a special resolution pursuant to subsection 28(4). (4) Until the members of central adopt a special resolution pursuant to subsection 28(4), the directors of central are the directors of services corporation. (5) Concurrent with the members of central adopting a special resolution pursuant to subsection 28(4): (a) each member of central is a member of services corporation and for this purpose subsection 8(2) does not apply; (b) the members of services corporation shall adopt bylaws for services corporation; and

17 17 OF SASKATCHEWAN c. 01 (c) the members of services corporation shall appoint directors for services corporation who shall hold office until replaced in accordance with the bylaws of services corporation. 1999, c.01, s.27. Division of central activities 28(1) Subject to this section, the directors of central may designate that one or more business functions of central is to be transferred to services corporation pursuant to the terms of an agreement between central and services corporation. (2) The directors shall call a special meeting of central to consider any agreement pursuant to subsection (1) and shall provide to each member of central not less than forty-five days prior notice of the special meeting together with a summary of that agreement. (3) An agreement pursuant to subsection (1) may provide that the consideration under the agreement from services corporation shall be allocated to the members of central in accordance with the ownership of membership shares by the members of central. (4) The directors of central shall not proceed with any agreement pursuant to subsection (1) until the agreement is approved by the members of central by a special resolution. (5) Notwithstanding that the members of central have adopted a special resolution pursuant to subsection (4), the directors of central may terminate any agreement to transfer any business function to services corporation at any time before such transfer occurs. (6) A copy of any notice of a special meeting of central provided to the members of central pursuant to subsection (2), together with a summary of the agreement referred to in that subsection, shall be provided to the registrar when provided to the members of central. (7) A copy of any special resolution made pursuant to subsection (4), together with the agreement referred to in that subsection, shall be filed with the registrar not later than the earlier of thirty days after the making of that special resolution or the effective date of that agreement. (8) An agreement pursuant to subsection (1) may provide that, if after a transfer of a business function by central to services corporation, central amalgamates with an entity, the interest of the members of central in the amalgamated entity may be transferred to services corporation. (9) In the circumstances of subsection (8), services corporation is the legal and beneficial owner of the interest that the members of central would have had in the amalgamated entity. 1999, c.01, s.28.

18 18 c. 01 OF SASKATCHEWAN PART VI Property Transfers Property transfers 29(1) In this Part: (a) agreement means: (i) an agreement to transfer property between central and Saskatchewan Co-operative Financial Services Limited for the purposes of Part IV; (ii) an agreement to transfer property between central and the services corporation for the purposes of Part V; (b) transferee means the transferee under an agreement; and (c) transferor means the transferor under an agreement. 1999, c.01, s.29. Filing of agreement 30 For the purposes of this Part, where central and Saskatchewan Co-operative Financial Services or central and services corporation enter into an agreement: (a) the parties to the agreement shall file the agreement with the registrar; and (b) the registrar shall make a copy of the agreement available for inspection by the public during normal office hours of the registrar. 1999, c.01, s.30. Agreement is conveyance 31(1) For the purposes of every land titles office, registry office and other public office in Saskatchewan, an agreement is a legal and valid grant, conveyance, transfer and assignment to the transferee of all lands or interests in land, all mortgages, charges, encumbrances or other documents and of all other property of every description standing in the name of, or vested in, the transferor. (2) Notwithstanding any other Act: (a) it is not necessary to register or file an agreement or register, file or issue any further or other instrument, document or certificate or make any entry showing the transmission or assignment of title of the property mentioned in the agreement to the transferee, or in the case of lands under The Land Titles Act, to have a certificate of title issued in, or to have any mortgage, charge, encumbrance or other document transmitted to, the name of the transferee; (b) in any instrument or document whereby the transferee deals with any of the property mentioned in an agreement, it is sufficient to cite the agreement as effecting the grant, conveyance or transfer of title from the transferor and the vesting of title in the transferee; and (c) it is not necessary to pay fees in connection with a grant or assignment effected by an agreement. 1999, c.01, s.31.

19 19 OF SASKATCHEWAN c. 01 PART VII Repeal and Coming into Force Repeal 32(1) Subject to subsection (2), An Act to amend and consolidate An Act respecting Saskatchewan Co-operative Credit Society Limited and Saskatchewan Co-operative Financial Services Limited, being Chapter 89 of the Statutes of Saskatchewan, 1979, as amended from time to time, is repealed. (2) Until the effective date of an amalgamation pursuant to section 25 or dissolution pursuant to section 26, Chapter 89 of the Statutes of Saskatchewan, 1979, as amended, as it existed on the day immediately before the coming into force of this Act, shall continue to apply to Saskatchewan Co-operative Financial Services Limited. 1999, c.01, s.32.

20 20 c. 01 OF SASKATCHEWAN REGINA, SASKATCHEWAN Printed by the authority of THE QUEEN S PRINTER Copyright 1999

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