ARCHIVED — Vol. 146, No. 26 — December 19, 2012

Registration

SOR/2012-266 December 7, 2012

CANADIAN PAYMENTS ACT

Regulations Amending the Canadian Payments Association Election of Directors Regulations

P.C. 2012-1625 December 6, 2012

His Excellency the Governor General in Council, on the recommendation of the Minister of Finance, pursuant to subsection 35(1) (see footnote a) of the Canadian Payments Act (see footnote b), makes the annexed Regulations Amending the Canadian Payments Association Election of Directors Regulations.

REGULATIONS AMENDING THE CANADIAN PAYMENTS ASSOCIATION
ELECTION OF DIRECTORS REGULATIONS

AMENDMENTS

1. Section 4 of the Canadian Payments Association Election of Directors Regulations (see footnote 1) is replaced by the following:

Number of directors per class

4. The number of directors to be elected in respect of each of the classes established under subsection 9(3) of the Act is as follows:

  • (a) six directors shall be elected by the members of the class described in paragraph 9(3)(a) of the Act;

  • (b) two directors shall be elected by the members of the class described in paragraph 9(3)(b) of the Act; and

  • (c) a total of four directors shall be elected by the members of the following classes, in accordance with sections 5 and 6:
    • (i) the class described in paragraph 9(3)(c) of the Act,

    • (ii) the class described in paragraph 9(3)(d) of the Act,

    • (iii) the class described in paragraph 9(3)(e) of the Act,

    • (iv) the class described in paragraph 9(3)(f) of the Act, and

    • (v) the class described in paragraph 9(3)(g) of the Act.

2. Subsection 5(2) of the Regulations is replaced by the following:

Deemed class membership

(2) If no class is deemed, under subsection (1), to be part of the class referred to in subparagraph 4(c)(v), the class from among those referred to in subparagraphs 4(c)(i) to (iv) whose members are entitled to cast the least number of votes is deemed to be part of the class referred to in subparagraph 4(c)(v). In the event of a tie between two or more classes for the least number of votes, the class with the fewest members is deemed to be part of the class referred to in subparagraph 4(c)(v).

3. Section 6 of the Regulations is replaced by the following:

Number of directors — four remaining classes

6. (1) If only one class is deemed, under section 5, to be part of the class referred to in subparagraph 4(c)(v), one director shall be elected by the members of each remaining class.

Number of directors — three remaining classes

(2) If two classes are deemed, under section 5, to be part of the class referred to in subparagraph 4(c)(v), two directors shall be elected by the members of the remaining class whose members are entitled to cast the greatest number of votes, and one director shall be elected by the members of each of the two other remaining classes. In the event of a tie between two or three classes for the greatest number of votes, two directors shall be elected by the members of the class with the most members.

Number of directors — two remaining classes

(3) If three classes are deemed, under section 5, to be part of the class referred to in subparagraph 4(c)(v), the number of directors to be elected by the members of each of the two remaining classes shall be determined as follows:

  • (a) one director shall be elected by the members of any class whose members are entitled to cast 25% or less of the total number of votes that the members of the two remaining classes are entitled to cast;

  • (b) two directors shall be elected by the members of any class whose members are entitled to cast more than 25% but less than 75% of the total number of votes that the members of the two remaining classes are entitled to cast; and

  • (c) three directors shall be elected by the members of any class whose members are entitled to cast at least 75% of the total number of votes that the members of the two remaining classes are entitled to cast.

Number of directors — one remaining class

(4) If four classes are deemed, under section 5, to be part of the class referred to in subparagraph 4(c)(v), four directors shall be elected by the members of that class.

4. Section 8 of the Regulations is replaced by the following:

Limitation for direct participants

8. (1) No more than four of the directors elected by the members of the class referred to in paragraph 4(a) may be directors, officers or employees of direct participants.

Exception

(2) Subsection (1) does not apply if the members of that class that are not direct participants present only one candidate for director. In that case, no more than five of the directors elected by the members of that class may be directors, officers or employees of direct participants.

Exception

(3) Subsection (1) does not apply if the members of that class that are not direct participants do not present a candidate for director.

5. Section 9 of the Regulations is replaced by the following:

Limitation for direct participants

9. (1) No more than two of the directors elected by members of the classes referred to in paragraph 4(c) may be directors, officers or employees of direct participants.

Exception

(2) Subsection (1) does not apply if the members of those classes that are not direct participants present only one candidate for director. In that case, no more than three of the directors elected by the members of those classes may be directors, officers or employees of direct participants.

Exception

(3) Subsection (1) does not apply if the members of those classes that are not direct participants do not present a candidate for director.

6. Paragraphs 11(2)(a) and (b) of the Regulations are replaced by the following:

  • (a) three members are directors elected by the members of the class referred to in paragraph 4(a);

  • (b) one member is a director elected by the members of the class referred to in paragraph 4(b);

COMING INTO FORCE

7. These Regulations come into force on the day on which section 207 of the Financial System Review Act , chapter 5 of the Statutes of Canada, 2012, comes into force, but if they are registered after that day, they come into force on the day on which they are registered.

N.B. The Regulatory Impact Analysis Statement for these Regulations appears following SOR/2012-265, Prospectus (Federal Credit Unions) Regulations.