CREDIT UNION ACT (RSA 2000 cC-32)

RSA 2000 cC-32

Alberta — Consolidated Statutes

© Published by Alberta King’s Printer Alberta King’s Printer Suite 700, Park Plaza 10611 - 98 Avenue Edmonton, AB T5K 2P7 Phone: 780-427-4952 E-mail: kings-printer@gov.ab.ca Shop on-line at kings-printer.alberta.ca Province of Alberta Office Consolidation Revised Statutes of Alberta 2000

Chapter C-32 Current as of March 26, 2026 CREDIT UNION ACT

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Note All persons making use of this consolidation are reminded that it has no legislative sanction, that amendments have been embodied for convenience of reference only. The official Statutes and Regulations should be consulted for all purposes of interpreting and applying the law. Amendments Not in Force This consolidation incorporates only those amendments in force on the consolidation date shown on the cover. It does not include the following amendments: 2026 c3 s4 repeals and substitutes s106(1); adds s145.2; amends s158(1)(b); adds s236

Regulations The following is a list of the regulations made under the Credit Union Act that are filed as Alberta Regulations under the Regulations Act Alta. Reg.

Amendments Credit Union Act Credit Union (Ministerial) .............................. 250/89 ............. 25/95, 69/99, 206/2001, 171/2003, 196/2006, 170/2012, 75/2020, 292/2020, 68/2023 Credit Union (Principal) ................................. 249/89 ............. 172/90, 260/90, 21/95, 127/95, 13/96, 31/97, 48/97, 66/99, 109/2003, 111/2004, 178/2005, 170/2006, 112/2007, 216/2008, 31/2012, 10/2019, 81/2019,17/2020, 240/2020, 77/2023, NOTE: AR 214/2025 s13 comes into force 125/2024, 3/2025, on the coming into force of s45(17) of the 86/2025, 199/2025, Health Statutes Amendment Act, 2025 214/2025

1 CREDIT UNION ACT

Chapter C-32 Table of Contents

Part 1

Interpretation and Application 1

Interpretation 2

Interpretation respec ting related parties 3 Application generally 4 Application respecting related parties 5 Generally accepted accounting prin ciples and auditing standards

Part 2 Administration 6 Administration of Act 7 Continuance and compos ition of Corporation 8 Corporation ’s board and terms of office 9 Register 1 0 Registration and effective date of certificates 1 1 Ministerial or Corporation orders, directions and approvals 1 2 Form of documents 1 3 Extension of time 1 4 Circulation and mi nuting of letters 1 5 Retention of documents 1 6 Confidentiality 1 7 Service on Minister

Part 3 Continuance, Incorporation and Commencement of Business Division 1 Continuance of Existing Credit Unions 1 8 Continuance

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Chapter C-32 CREDIT UNION ACT 2 Division 2 Incorporation of New Credit Unions 1 9

Interpretation and application 2 0 Entitlement to incorporate 2 1 Application for incorporation 2 2 Approval or refusal of application 2 3 Incorporation and registration of articles, etc. Division 3 Commencement of Business 2 4 Requirements for commencing business 2 5 Revocation of certificate of incorporation

Part 4 Organization and Structure Essential Features of a Credit Union 2 6 Purposes and mode of operation Amendment and Restatement of Articles 2 7 Amendment or replacement of articles 2 8 Amendment of articles reflecting change in bond 2 9 Articles and certificate of amendment 3 0 Restatement of articles Names 3 1 Name of credit union 3 2 Change of name 3 3 Use of name Addresses, Service and Records 3 4 Registered office and addresses 3 5 Service on credit union 3 6 Record-keeping 3 7 Examination of documents 3 8 Form of documents Seal, Fiscal Year and Annual Return 3 9 Seal 4 0 Fiscal year 4 1 Annual return

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Chapter C-32 CREDIT UNION ACT 3 Corporate Incidents 4 2 Capacity and powers 4 3 Absence of constructive notice 4 4 Reliance by persons dea ling with credit union 4 5 Bylaws General Business Restrictions 4 6 Restrictions on business activities 4 7 Disposal and acquisition of assets 48.1 Member and customer c omplaints process General Related Party Provisions 4 9 Related party and associat ed transactions generally 49.1 Personal information 5 0 Disclosure and use of confidenti al information by related parties 5 1 General exceptions to related party provision prohibitions 5 2 Related party exemptio ns by Corporation 5 3 Professional advisors and related party transactions 5 4 Related party transaction procedures

Part 5 General Meetings and Membership Division 1 General Meetings 5 5 Annual general meetings 5 6 Special general meetings 5 7 Regionalization of meetings 5 8 Notice of general meetings 5 9 Quorum 6 0 Voting at general meetings 60.1 Participation in general meetings involving non-physical prese nce Division 2 Membership 6 1 Qualifications and restrictions 6 2 Service of notices and documents on members

Part 6 Directors, Officers, Employees and Committees Division 1 Constitutional Affairs 6 3 Number of directors

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Chapter C-32 CREDIT UNION ACT 4 6 4 Election and appointment of directors 6 5 Qualifications of directors 6 6 Board meetings 6 7 Duties of board 6 8 Validity of acts 6 9 Notice of change of directors 7 0 Service of notices and documents on directors 7 1 Remuneration of directors and non-employee officers Division 2 Duties and Liabilities of Directors, Officers and Employees 7 2 Application 7 3 Duty of care of directors and officers 7 4 Liability of directors 7 5 Liability of directors for del egated share acquisitions 7 6 Reporting by directors and officers to Minister 7 7 Disclosure of related party and similar transactions 7 8 Dissent 7 9 Indemnification Division 3 Committees 8 0 Appointment, composition an d meetings of committees 8 1 Functions of finance committee 8 2 General committee provisions

Part 7 Financial Disclosure, Audit and Examination Division 1 Financial Disclosure 8 3 Provision of financial statem ents, etc., to annual general meeting 8 4 Issue and publication of fi nancial statements 8 5 Reporting standards Division 2 Audit 8 6 Application 8 7 Functions of the audit committee 8 8 Auditor 8 9 Appointment and terminati on of office of auditor 9 0 Auditor ’s rights re meetings 9 1 Audit for fiscal year 9 2 Release of info rmation for audit

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Chapter C-32 CREDIT UNION ACT 5 9 3 Audit and management letter details 9 4 Reporting of discrepancies Division 3 Examination, Special Examination and Review 94.1 Application 9 5 Examination of credit unions and subsidiaries by Minister or Corporation 9 6 Special examination 9 7 Financial review by Corporation 9 8 Powers for examination or review purposes

Part 8 Investments Division 1 Land 9 9 Acquisition, holding and disposal of land Division 2 Non-liquidity Investments 100 Investments in securities 101 Prudent investment standards 102 Prohibited investments 103 Investment transactions with related parties generally 104 Investment in subsidiaries 105 Investment in affiliates and ot her non-subsidiary corporations Division 3 Liquidity Investments 106 Borrowing in case of liquidity shortfall

Part 9 Equity and Deposits Division 1 Equity 107 Common shares 108 Other share provisions 109 Capital requirements 110 Transfer of common shares 111 Redemption of common shares 112 Retained earnings and patronage rebates

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Chapter C-32 CREDIT UNION ACT 6 Division 2 Deposit and Common Share Accounts and Shareholdings 113 Acceptance of deposits from individuals 114 Minor members ’ deposits and shareholdings 115 Deposits from related parti es and on preferential basis 116 Repayment of deposit and share redemption on death 117 Treatment of larger unclaimed balances by credit unions 118 Treatment of small unclaimed balances by credit unions 119 Transfer to Corporation prior to dissolution 120 Treatment of unclaimed balances by Corporation 121 Restrictions on methods of withdrawal 122 Responsibility as to trust money 123 Participatory savings accounts 124 Advertising of deposits, etc.

Part 10 Borrowings 125 Requirement fo r resolution 126 Supervision in event of heavy borrowings 127 Terms of borrowing

Part 11 Loans and Guarantees 128

Interpretation and application 129 Prudent lending standards 130 Loan maximums 131 Special loans by credit unions 132 Loans to and guarantees for individuals 132.1 Deposits, loans and guarantees to non-members and non-residents 133 Loans and guarantees to related parties, employees, etc. gener ally 134 Reporting of loans to directors 135 Collecting on loans 136 Acquisition of existing loans 137 Lien and set-off

Part 12 The Credit Union Deposit Guarantee Corporation 138

Interpretation 139 Head office, addre sses and service 140 Use of name, seal and corporate incidents 141 Board, chair and vice-chair 142 Duties and liabilities of Corpor ation directors, officers, etc.

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Chapter C-32 CREDIT UNION ACT 7 143 Corporation ’s committees and special loans committees 144 Corporation ’s purposes and business activities 144.1 Minister-directed services 144.2 Standards and guidelines 145 Financial assistance by Go vernment to Corporation 145.1 Capital requirements standard 146 Prudent investment standards for Corporation 147 Corporation ’s subsidiaries 148 Periodic assessments 149 Special assessments 150 Prescribed assessments 151 Assessments generally 152 Guarantee of deposits 153 Corporation ’s fiscal year 154 Corporation ’s accounting, audit and reporting 155 Liquidation, dissolution and dividends

Part 13 Credit Union Central Alberta Limited 156 Continuance of Central 157 Composition of Central 158 Central ’s purposes 159 Corporation ’s role re Central 160 Name, addresses, service, records, seal, annual return and corporate incidents 161 Central ’s bylaws 162 General meetings and service of notices, etc. 163 Board and directors 164 Central directors, officers, employees and committees 165 Restriction on business activities 166 Financial disclosure, accounting and audit 167 Examination, special audit and review 168 Central ’s investments 169 Central ’s subsidiaries 170 Central ’s shares 171 Acceptance of depos its and borrowings 172 Loans and guarantees by Central 173 Supervision of Central 174 Administration of Central 175 Responsibility as to trust money 175.01 Expenses incurred in administering and enforcing the legislation

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Part 13.1 Amalgamation and Continuance Under the Federal Act 175.1 Amalgamation involving Central 175.2 Continuance of credit unions under federal Act 175.3 Requirements for federal Act

Part 14 Financial Unsoundness 176

Interpretation 177 Declaration of supervision by Minister or Corporation 178 Functions, duties and powers of supervisor 179 Duties and liabilities of cre dit union under supervision 180 Administration of credit union 181 Duties, functions and powers of administrator

Part 15 Amalgamations and Arrangements Division 1 Amalgamations 182 Voluntary amalgamation 183 Amalgamation agreement under voluntary amalgamation 184 Articles of amalgamation 185 Compulsory amalgamation 186 Certificate and effe ct of amalgamation Division 2 Arrangements 187 Arrangements for credit union’s assets, etc. to be acquired by another 188 Certificate of approval 189 Register

Part 16 Dissolution and Liquidation and Dissolution 190

Interpretation and application 191 Voluntary dissolution or liquidation and dissolution 192 Court supervision of voluntary liquidation and dissolution 193 Involuntary dissolution 194 Dissolution on cancellation of incorporation 195 Dissolution or liquidation and dissolution by Court order 196 Powers of the Court

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Chapter C-32 CREDIT UNION ACT 9 197 Effect of order or appointment 198 Notice of appointm ent and liquidation 199 Duties of liquidator 200 Powers of liquidator 201 Limitation on liability 202 Costs of liquidation 203 Distribution of property 204 Ranking of claims 205 Final accounts and end of liquidation 206 Dissolution a nd effect of dissolution 207 R e v i v a l

Part 17 Representations, Reviews and Appeals 208

Interpretation 209 Opportunity to make representations in advance 210 Representations in respect of supervisor ’s action 211 Rights with respect to review 212 Request for revi ew of decision 213 Appeal without review 214 Appeal to the Court 215 Exceptions to right to appeal to Court 216 S t a y 216.1 Relief on the ground of oppr ession, unfairness, etc.

Part 18 Enforcement 217 Demand for information 218 Cease and desist orders 219 Injunction 220 Remedies for contravention of related party provisions 221 General offence provisions 222 Specific offences by bodies co rporate and subsidiaries 223 Offences by persons generally 224 Penalties 225 Civil enforcement of certain penalties and interest 226 Limitation period 227 Order to comply

Part 19 Miscellaneous 228 Extra-provincial institutions 229 Valuation of property

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Chapter C-32 CREDIT UNION ACT 10 230 Lieutenant Governor in Council regulations 231 Ministerial regulations 232 Regulations - treatment of subject-matter Transitional 233 Supervision, administration , liquidation and dissolution 234 Agreements 235 Capital requirements — transitional HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Part 1

Interpretation and Application

Interpretation 1(1) In this Act, (a) “affairs” means matters of internal concern to a corporation, including the relationships among the corporation and its members, directors, officers, employees, committees and subsidiaries, or any of them, and matters relating to related party transactions, but does not include any business, other than as aforementioned, carried on by the corporation with any of those other persons; (b) “affiliate” means an affilia te, if any, of a credit union or Central within the meaning of

section 2(6); (c) “articles” means a credit union’s articles of continuance, incorporation or amalgamation, whether in their original or restated form and whether amended or not, and includes articles of amendment, dissolution and revival; (d) “at fair market rate”, subj ect to

section 49(6), means (

i) in respect of the acquisition or disposition of property, including a lease or rental of property, and subject to regulations made with respect to the valuation of property, at the most probable price in terms of money that the property should bring in a competitive and open market under all conditions requisite to a fair sale or let and assuming that the price is not affected by undue stimuli, with both seller and buyer acting prudently and knowledgeably,

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Chapter C-32 CREDIT UNION ACT 11 (ii) subject to subclause (iii), in respect of the acquisition or provision of services, at a consideration that might reasonably be expected to be obtained or given for the services in question in an arm’s length transaction in an open market between willing parties to a transaction of that nature and on terms that, having regard to open market conditions, are competitive and not unreasonable, and (iii) in respect of the provisio n of services that are provided generally to customers of the corporation in question, at the rate and on terms that are offered in respect of those services to customers generally in the ordinary course of that corporation’s business; (e) “audit committee”, subject to

section 80, means the audit committee or the audit and finance committee of a body corporate; (f) “auditor” means the external auditor of a corporation and includes any individual who is responsible for conducting an external audit of the corporation’s financial statements on behalf of its external auditor; (g) “board” means the directors of the corporation in question ; (h) “body corporate” means a credit union, the Corporation or Central or all or any of them, as the case may be; (i) “bond of association” means the community of interests, if any, between members or proposed members of a credit union deriving from (

i) a common occupation, employer, association, religious affiliation or membership of an organization, that exists generally in Alberta or in a particular area of Alberta, (ii) residence in a particular a rea of Alberta, other than wholly or predominantly in a city, town, village, summer village or municipal district with a population of more than 5000, or (iii) any other similar relations hip, other than one arising generally from residence in Alberta; (j) “borrow” does not include the taking of deposits; (k) “Central” means the Credit Union Central Alberta Limited continued by

section 156 provided it has no federal

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Chapter C-32 CREDIT UNION ACT 12 continuance or, where circumstances warrant, the entity prescribed in relation to

section 175.1(4)(c)(i); (l) “committee” means the audit, finance or credit committee of a body corporate; (m) “Corporation” means the Cr edit Union Deposit Guarantee Corporation continued by

section 7, and includes a special loans committee; (n) “corporation” means an incorporated body of persons, wherever or however incorporated; (o) “Court” means the Court of King’s Bench; (p) “credit union” means an existing credit union or a body of persons incorporated under Division 2 of

Part 3 or continued as an incorporated credit union or incorporated under Division 1 of

Part 15, but does not include a corporation that has secured federal continuance; (q) “deposit” means money held or to be held by a corporation in a debtor and creditor relationship in the ordinary course of the business of raising money by the acceptance of deposits generally from persons from whom that corporation is legally permitted to receive deposits, that is repayable on demand, after notice, at a fixed date or on the expiry of a fixed term, and includes (

i) any earnings on that money, (ii) the act of paying any such money to or the taking of such money by that corporation, and (iii) any document evidencing the holding of any such money; (r) “designated representative” means an individual, whether a member or not, acting in the individual’s representative capacity, who has been designated by a member that is a corporation, partnership or other unincorporated association to represent its membership interests in a credit union; (s) “director” means (

i) in relation to the Corporation, a member of its board, and (ii) in relation to any other corporation, a person occupying the position of director of the corporation, by whatever name called;

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Chapter C-32 CREDIT UNION ACT 13 (t) “earnings” means interest, di vidends, patronage rebates and any other distributions credited or paid in relation to deposits or shares, and includes any such distributions accrued but not yet credited or paid; (u) “eligible financial institution” means a treasury branch o r a member institution of the Canada Deposit Insurance Corporation or of any other deposit insurance or guarantee plan prescribed by the Minister; (v) “existing credit union” means a body that was incorporated as a credit union under the former Act and in existence immediately before November 1, 1989; (v.1) “federal Act” means a pres cribed Act of the Parliament of Canada; (v.2) “federal continuance” means continuance under the federa l Act; (w) “finance committee”, subject to

section 80, means the finance committee or the audit and finance committee of a body corporate; (x) “financial institution”, subject to clause (u), means (

i) a securities dealer, or (ii) a member institution of the Canada Deposit Insurance Corporation or of any other deposit insurance or guarantee plan prescribed by the Minister; (y) “fiscal year” means the fi scal year of the body corporate in question or, where the body corporate is in its initial or last year, the portion of the fiscal year for which it is in existence; (z) “former Act” means the Credit Union Act, RSA 1980 cC-31; (aa) “gazette” (

i) where used as a noun, means The Alberta Gazette, and (ii) where used as a verb, means publish in an issue of the gazette a notice of the information in question; (bb) “general meeting” means

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Chapter C-32 CREDIT UNION ACT 14 (

i) in relation to a credit union or Central, an annual or special general meeting of its members, and (ii) in relation to the Corporation, a meeting of its board, and includes all the region al meetings of a credit union referred to in

section 57; (cc) “individual” means a natural person; (dd) “insolvent” means, in relation to a corporation, in a sit uation where (

i) it is unable to meet its o bligations as they generally become due, (ii) it has ceased to pay its cur rent obligations in the ordinary course of its business as they generally become due, or (iii) any other prescribe d circumstances apply; (ee) “investment” includes the making of a deposit, but does n ot include the making of a loan; (ff) “land” means any estate or interest in land, including improvements to physical land, except an estate or interest (

i) held by way of security only, or (ii) acquired on or after Novemb er 1, 1989 on the realization of any security so held; (gg) “large credit union” means a credit union that, at the en d of the fiscal year preceding the relevant time, had assets of a value equal to or in excess of the prescribed amount; (gg.1) “lending subsidiary” means a subsidiary of a credit unio n that is authorized to engage generally in the business of lending money by or under

section 46(5); (hh) “loan” includes the following payments for which the borrower is legally liable to the lender, but does not include the making of a deposit: (

i) the principal amount of the loan; (ii) any interest charged on the principal amount of the loan, including interest accrued but not yet payable; (iii) any expense charged for the making of the loan;

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Chapter C-32 CREDIT UNION ACT 15 (iv) any amount that is payab le in a form other than as principal, interest or an expense and that relates to a return or profit payable on the loan; (ii) “member”, where used in r elation to a credit union, means a person, including a minor, who, whether alone or jointly with others, complies with

section 61 and otherwise qualifies for membership in it under its bylaws, and includes any person who becomes a member as a result of an amalgamation or arrangement under

Part 15 and any person having any rights or obligations relative to the credit union that derive through a member; (jj) “members’ equity” means, i n relation to a credit union or Central and subject to any modifications prescribed generally or with respect to specific applications of the expression, (

i) its retained earnings, (ii) the stated capital of shares issued by it, and (iii) the amount in any other prescribed equity account; (kk) “Minister” means the Minister determined under

section 16 of the Government Organization Act as the Minister responsible for this Act; (ll) “name search report” means a report prescribed by the Minister respecting the name proposed for a credit union; (mm) “officer” means, in relation to a corporation, (

i) its chief executive o fficer, president, chair, vice-president, vice-chair, treasurer, secretary, general manager or assistant general manager or any combination of those positions, (ii) an individual who performs functions for the corporation normally performed by a person mentioned in subclause (i), or (iii) any other person designated as an officer by the bylaws or by the board of the corporation; (nn) “ordinary resolution” means a resolution of a body corporate passed by a majority of the votes cast by or on behalf of its members who cast valid votes on that resolution at a general meeting;

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Chapter C-32 CREDIT UNION ACT 16 (oo) “person” means an individu al, a corporation, a government, a partnership or other firm or unincorporated association of persons, or a trustee or personal representative of a person; (pp) “prescribed”, (

i) in the expression “prescr ibed by the Minister”, means prescribed or otherwise provided for by regulations made by the Minister, and (ii) otherwise, means prescrib ed or otherwise provided for by regulations made by the Lieutenant Governor in Council; (qq) “professional advisor” means (

i) an auditor, accountant, appr aiser, engineer or lawyer, or (ii) any other person membership in whose profession would tend to lend credibility to a statement made or opinion given by the person, and includes an individual who is a member of or works in a professional capacity for a firm that is a professional advisor; (rr) “prudent investment standards” means investment standards that, in the overall context of an investment portfolio, a reasonably prudent person would apply to investments made on behalf of another person with whom there exists a fiduciary relationship to make such investments, without undue risk of loss or impairment and with a reasonable expectation of fair return or appreciation; (ss) “register”, (

i) where used as a noun, means the register established and maintained under

section 9, and (ii) where used as a verb, means enter into the register pursuant to this Act; (tt) “registered mail” i ncludes certified mail; (uu) “related party” means, with respect to a credit union or Central, a person referred to in

section 2(4) who is not exempted from the status of related party pursuant to

section 52(2), and “party related to” shall be construed accordingly;

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Chapter C-32 CREDIT UNION ACT 17 (vv) “related party provision” m eans a provision of this Act or the regulations that relates specifically to a related party transaction and does not relate generally to other business; (ww) “related party transaction” means a transaction to which a credit union or Central or its subsidiary and a party related to that body corporate are or would be parties, whether or not any other persons are or would be parties to the transaction; (xx) “remuneration” includes any perquisite, benefit or advantage provided or to be provided to a person directly or indirectly in respect of or purportedly in respect of services rendered or to be rendered in the capacity in question; (yy) “securities”, subject to clause (zz) and

section 3(3), me ans shares of capital stock, bonds, mortgages, debentures, trust certificates, guaranteed investment certificates or receipts, certificates of deposit, deposit receipts, bills, notes and other evidences of indebtedness or deposits, and includes any other forms of security prescribed by the Minister to be securities and documents evidencing securities, but does not include any items described in this clause that are prescribed by the Minister not to be securities; (zz) “securities dealer” means a dealer within the meaning of the Securities Act or within the meaning ascribed to any equivalent word or phrase by any equivalent statute of another province or territory; (aaa) “small credit union” means a credit union that, at the end of the fiscal year preceding the relevant time, had assets of a value amounting to less than the amount prescribed in relation to clause (gg); (bbb) “special loans committ ee” means an agency of the Corporation established under

section 143(5); (ccc) “special resolution” means, (

i) where the reference is to a resolution of a board, a resolution passed at a board meeting by a majority of at least 2/3 of the votes validly cast by the directors present at that meeting, and (ii) otherwise, a resolution of a body corporate passed by a majority of at least 2/3 of the votes cast by or on behalf of its members who cast valid votes on that resolution at a general meeting;

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Chapter C-32 CREDIT UNION ACT 18 (ddd) “special shares” means sh ares, if any, issued by a credit union or Central under regulations made under

section 230(

b) or, in relation to an existing credit union, continued by

section 108(2); (eee) “subsidiary” means a subs idiary, if any, of a corporation within the meaning of

section 2(1); (fff) “supervisor” means a person under whose supervision a credit union or Central, as the case may be, is placed under this Act; (ggg) “voting shares” means shar es of any class carrying voting rights under all circumstances or carrying voting rights by reason of the occurrence of a contingency that has occurred and is continuing; (hhh) “withdrawal demand” mea ns a cheque or other bill of exchange, a withdrawal slip, a receipt or any written demand or direction drawn or made on a credit union for the withdrawal, transfer or repayment of a deposit.

(2) The Lieutenant Governor in Council may, for the purposes of this Act or specified provisions of this Act, by regulation define any expression used in this Act but not defined, and the expression has the meaning so defined.

(3) References in this Act to the acquisition of land include the making of improvements to physical land held under any estate or interest.

(4) References in this Act to the repayment of a loan include the payments referred to in subsection (1)(hh), as applicable, and references to the making of a loan are deemed to include any renewal of it.

(5) Subject to this Act, the regulations, the articles of a credit union and the bylaws of a body corporate, (

a) section 16(

a) to (

c) of the

Interpretation Act apply to bodies corporate as if they were established by this Act, and (b)

section 17(2) of that Act applies to the Corporation, including its special loans committees, and to the committees of a body corporate as if they were a board established by this Act.

(6) Where this Act requires or permits something to be done by resolution of

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Chapter C-32 CREDIT UNION ACT 19 (

a) the board of a credit union or of Central, or (

b) a specified committee of a credit union or of Central, then that thing must or may, as the case may be, be done by special resolution, ordinary resolution or resolution of the board or, in the case of clause (b), by resolution of that committee.

(7) Where any provision of this Act requires or permits something to be done by ordinary resolution, then, if the bylaws require that it be done by special resolution and notwithstanding that provision of this Act, that thing must be done by special resolution.

(8) Existing credit unions, amalgamated credit unions resulting from amalgamations under this Act, the Corporation and Central shall be treated, for the purposes of any other enactment that refers generally to corporations incorporated by or under

an Act of the Legislature, as incorporated by or under this Act, as the case may be.

(9) In this Act, references to performing an activity are deemed to include omitting to act.

(10) For the purposes of any enactment, other than

Part 3 of this Act, that refers to the articles or certificate of incorporation of a corporation, (

a) articles of continuance or amalgamation, as restated or amended, are deemed to be the articles of incorporation of a credit union that has such articles, and (

b) a certificate of continuance or amalgamation is deemed to be the certificate of incorporation of an existing or amalgamated credit union. RSA 2000 cC-32 s1;2003 c19 s11;AR 217/2022;2024 c15 s5(2)

Interpretation respecting related parties 2(1) For the purposes of this Act, a corporation is a subsidiary of another corporation if (

a) it is controlled by (

i) that other corporation, (ii) that other corporation and one or more corporations each of which is controlled by that other corporation, or

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Chapter C-32 CREDIT UNION ACT 20 (iii) 2 or more corporations eac h of which is controlled by that other corporation, o r (

b) it is a subsidiary of a corporation that is that other corporation’s subsidiary.

(2) For the purposes of this Act, a corporation is controlled by a person or a group of persons if (

a) securities issued by the corp oration carrying more than 50% of the votes that may be cast to elect its directors are held, other than by way of security only, by or for the benefit of that person or the persons comprising that group, and the votes carried by those securities are sufficient, if exercised, to elect a majority of its directors, or (

b) that person has or the persons comprising that group have, in relation to the corporation, any direct or indirect influence which, if exercised, would result in control in fact of the corporation.

(3) For the purposes of this Act, a corporation is the holding corporation of another corporation if that other corporation is its subsidiary.

(4) For the purposes of this Act, a person is a related party with respect to a credit union or Central if that person (

a) is a director or officer of that body corporate, (

b) is the spouse or adult inte rdependent partner of such a director or officer, (

c) is a relative of or a re lative of the spouse or adult interdependent partner of, and has the same home as, such a director or officer, (

d) is an individual (excluding a partnership firm of individu als) who is the auditor of that body corporate, (

e) is an employee of that body corporate who falls within a prescribed class of employees, (

f) is a corporation more than 10% of whose voting shares are held or beneficially owned, directly or indirectly, by a director or officer of that body corporate,

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Chapter C-32 CREDIT UNION ACT 21 (

g) is a corporation controlled by a person referred to in any of clauses (

a) to (e), (

h) is a subsidiary or an aff iliate of that body corporate, (

i) is a director or officer of a subsidiary of that body corporate, or (

j) is designated as a related party under subsection (8).

(5) In subsection (4), (a) “officer” includes a perso n who has been appointed or elected or selected for employment as an officer but who has not yet assumed the office; (b) “relative” means a relative by blood, marriage or adoption or by virtue of an adult interdependent relationship; (c) “spouse” means the spouse of a married person but does not include a spouse who is living separate and apart from the person if the person and spouse have separated pursuant to a written separation agreement or if their support obligations and family property have been dealt with by a court order.

(6) For the purposes of this Act, a person is an affiliate of a credit union or of Central if that person is not a subsidiary of that body corporate and (

a) is a corporation more than 10% of whose voting shares are held or beneficially owned, directly or indirectly, by that body corporate, (

b) has entered into a partnership or joint venture with that body corporate or any of its subsidiaries, or (

c) acts in the capacity of trustee in relation to an unincorporated trust more than 10% of the voting interests in which are held or beneficially owned by that body corporate, but a credit union and Central are not affiliates of each other.

(7) For the purposes of this Act, shares held or beneficially owned, directly or indirectly, by a subsidiary of a body corporate are deemed to be so held or owned by that holding body corporate as well.

(8) The Minister may by order designate any person to be a party related to a credit union or Central if the Minister considers that

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Chapter C-32 CREDIT UNION ACT 22 (

a) the person is acting or has acted in concert with a party related to that body corporate to participate in or enter into a transaction with the body corporate that would be prohibited or restricted by a related party provision if entered into with the body corporate by the related party, or (

b) there exists or has existed between the person and that bo dy corporate an interest or relationship that might reasonably be expected to affect or has affected the exercise of the best judgment of the body corporate with respect to a transaction, and any such designation applies generally, except to the extent, if any, that the designation specifically limits its applicability to specified transactions or other circumstances.

RSA 2000 cC-32 s2;2002 cA-4.5 s29;2014 c8 s17 Application generally 3(1) Parts 3 to 11 and 14 to 16 apply only to credit unions and, where so specifically stated, their subsidiaries and affiliates, and do not apply, except where specifically stated, to the Corporation or Central.

(2) Notwithstanding anything in the Securities Act, that Act, except to the extent, if any, prescribed, (

a) applies to credit unions an d to securities issued by them, except that it does not apply to shares issued by a credit union, (

b) does not apply to the Corporation or to securities issued by the Corporation, and (

c) applies to Central and to securities issued by Central.

(3) In subsection (2), “securities” means securities within the meaning of the Securities Act.

(4) The Loan and Trust Corporations Act does not apply to a credit union to the extent that the credit union is lawfully acting as a trustee pursuant to

section 46(7). 1989 cC-31.1 s3;1991 cL-26.5 s335(15) Application respecting related parties 4(1) To the extent that there is a conflict between the Business Corporations Act and this Act or the regulations in their application to a party related to a credit union or Central, this Act or the regulations prevail.

(2) Where a provision of

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Chapter C-32 CREDIT UNION ACT 23 (

a) t h e Loan and Trust Corporations Act, (

b) t h e Securities Act, (

c) a statute of any other province or territory or of Canada equivalent to

an Act referred to in clause (

a) or (b), (

d) any other prescribed statute, or (

e) the regulations under any such statute applies to a subsidiary of a body corporate and a similar or corresponding provision of this Act or the regulations under it would, but for this subsection, also apply to that subsidiary, that other enactment applies, and the provision of this Act or the regulations does not apply, to the subsidiary.

(3) To the extent that there is any inconsistency in their application to a given situation between a related party provision that prohibits or restricts any activity and any other provision of this Act or the regulations, that related party provision prevails.

(4) To the extent that there is any inconsistency in their application to a given situation between a general provision that is not a related party provision but that prohibits or restricts any activity and a related party provision that would permit that activity, that general provision prevails. 1989 cC-31.1 s4;1991 cL-26.5 s335(15) Generally accepted accounting principles and auditing standards 5(1) Subject to this Act, the regulations and any order of the Minister under subsection (3), (

a) with respect to the prepara tion of the financial statements of a body corporate, the body corporate and any other person responsible for the preparation shall apply Canadian generally accepted accounting principles, which are the accounting standards set out in the CPA Canada Handbook, as published by the Chartered Professional Accountants of Canada from time to time, and (

b) with respect to the examination by a body corporate’s auditor of its financial statements for the purposes of the auditor’s report and with respect to the report itself, the auditor shall apply generally accepted auditing standards, including the auditing recommendations of that Handbook, as amended from time to time.

(2) Notwithstanding subsection (1)(a), the Minister may prescribe policies or rules that are to apply with respect to the preparation of

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Chapter C-32 CREDIT UNION ACT 24 the financial statements of a credit union or of Central, and a person referred to in subsection (1) shall apply those policies or rules accordingly.

(3) The Minister may order a credit union or Central to apply or ensure that there are applied any accounting principles, policies or rules that are specified or referred to in the order instead of generally accepted accounting principles or of policies or rules contained in regulations made with reference to subsection (2).

(4) The Minister may order a credit union or Central to ensure that its auditor (

a) applies any auditing procedures, additional to those contained in generally accepted auditing standards, or (

b) prepares any audit reports, additional to the reports requ ired by subsection (1)(b), that are specified or referred to in the order.

(5) The Regulations Act does not apply to generally accepted accounting principles or auditing standards, or to policies, rules or procedures specified or referred to in an order under subsection (3) or (4). RSA 2000 cC-32 s5;2014 cC-10.2 s172

Part 2 Administration Administration of Act 6(1) Subject to subsection (2) and except to the extent that this Act or the regulations give the Corporation powers, duties or functions relating to the administration or enforcement of this Act, the Minister shall administer and enforce this Act.

(2) Without limiting the Minister’s delegation powers under any other law, the Minister may in writing delegate any of the Minister’s powers, duties and functions under this Act or the regulations to the Corporation, other than the Minister’s powers to make regulations. RSA 2000 cC-32 s6;2021 c25 s3 Continuance and composition of Corporation 7(1) The Credit Union Stabilization Corporation is continued as a corporation under the name “Credit Union Deposit Guarantee Corporation”.

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Chapter C-32 CREDIT UNION ACT 25

(2) The Corporation consists of its members, and the members of the Corporation are those persons who comprise its board of directors. 1989 cC-31.1 s7 Corporation’s board and terms of office 8(1) The Lieutenant Governor in Council shall appoint a board of directors for the Corporation consisting of a maximum of 7 individuals, including (

a) a maximum of 2 individuals appointed on the nomination of Central, and (

b) a maximum of 5 other individuals.

(1.1) An individual who is a director, officer or employee of a credit union that is under supervision or administration is not eligible for appointment under subsection (1).

(2) Where a director of the Corporation is a director, officer or employee of a credit union that becomes subject to supervision or administration, the director shall forthwith tender the director’s resignation as a director of the Corporation to the Lieutenant Governor in Council, through the Minister, and the Lieutenant Governor in Council shall forthwith revoke the director’s appointment.

(3) The term of office of a director of the Corporation is not to exceed 3 years, except that where a new appointment or the director’s reappointment has not taken place before the expiration of the director’s term of office, the director may continue in office under the expired appointment until (

a) a new appointment is made or the director is reappointed, or (

b) a period of 6 months has elapsed since the expiration of t he director’s original term of office, whichever occurs first. RSA 2000 cC-32 s8;2003 c19 s12;2008 c4 s2; 2020 c33 s2 Register 9(1) The Minister shall establish and maintain a register into which the Minister shall enter the information and documents respecting bodies corporate that are prescribed or required by this Act to be entered in it.

(2) The Minister shall maintain separate parts of the register relating to credit unions, the Corporation and Central, respectively.

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Chapter C-32 CREDIT UNION ACT 26

(3) Instead of maintaining the register in written documentary form, the Minister may have the contents of the register entered or recorded by any photographic system, any system of mechanical or electronic data processing or any other information storage system that is capable of reproducing the required information in intelligible written form within a reasonable time.

(4) On the request of any person, the Minister shall, during normal business hours, (

a) permit the pers on to inspect, and (

b) provide the person with a certified copy of or an extract from, any part of the register. 1989 cC-31.1 s9;1998 c12 s3 Registration and effective date of certificates 10(1) The Minister shall register all certificates issued by the Minister under this Act forthwith after their becoming effective.

(2) A certificate becomes effective at the beginning of the day shown on it as its effective date. 1989 cC-31.1 s10 Ministerial or Corporation orders, directions and approvals 11(1) Subject to subsection (2), where the Minister or the Corporation is empowered or required to make an order or to give a direction or approval under this Act or the regulations, it must be made or given in writing.

(2) An approval by a special loans committee of the Corporation may be given orally, but that committee shall provide written confirmation of an oral approval to the person to whom the approval was given forthwith after giving the approval.

(3) An order made or a direction given by the Minister or the Corporation under this Act or the regulations is effective immediately on its being served or at the beginning of the day or any later time that is specified in it on any later date that is specified in it as the effective date.

(4) An order, direction or approval of the Lieutenant Governor in Council, the Minister or the Corporation, including an approval of a special loans committee, may be made subject to such terms and conditions as that person or body imposes in it.

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Chapter C-32 CREDIT UNION ACT 27

(5) No right of action lies against the Corporation by reason of its approval of the viability of a business plan, or of changes to a business plan, under

Part 3.

RSA 2000 cC-32 s11;2003 c19 s13 Form of documents 12 The Minister may direct that any document that is to be provided by the Minister or to the Minister or to the Corporation or to Central under this Act or the regulations is to be in the form authorized and to contain the information required by the Minister, and may similarly direct the number of originals or copies, or both, to be provided. 1989 cC-31.1 s12 Extension of time 13 Where a person is required to provide the Minister or the Corporation with any document or information under this Act or the regulations, the Minister or the Corporation, as the case may be, may, on written application made before the expiration of the last day for providing it, extend the time for its provision for any period that the Minister or the Corporation considers appropriate. 1989 cC-31.1 s13 Circulation and minuting of letters 14 The Minister may direct a body corporate to provide a copy of any letter addressed to it by the Minister and any answer to that letter to each of its directors, and the body corporate, in addition to complying with the direction, shall include a copy of the Minister’s letter in the minutes of the first board meeting following the direction and of the answer in the minutes of the first board meeting following the answer. 1989 cC-31.1 s14 Retention of documents 15(1) Subject to this Act, a body corporate shall retain a prescribed document for at least the period of time prescribed in relation to that document.

(2) Where a credit union or Central is dissolved and was in liquidation, the liquidator shall retain the records and other documents of the body corporate and the liquidator’s final accounts for a period of 2 years following the dissolution, and shall, on the expiration of that period, provide them to the Corporation.

(3) Where a credit union or Central is imminently about to be dissolved and is not in liquidation, it shall provide all its records and other documents to the Corporation.

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Chapter C-32 CREDIT UNION ACT 28

(4) The Corporation shall retain a document provided to it under subsection (2) or (3) for at least the prescribed period following the dissolution and may destroy it after that period has elapsed. 1989 cC-31.1 s15 Confidentiality 16(1) Subject to this Act, where, in the course of administering or enforcing this Act, the Minister or the Corporation obtains or produces information, other than information that is registered, relating to the business or affairs of Central, a credit union or a dissolved credit union or relating to an application for incorporation as a credit union, the Minister or the Corporation, as the case may be, shall not disclose the information except in response to a request made (

a) for access to a record conta ining the information under the Access to Information Act to which that Act relates, which request must or may be granted pursuant to that Act, or (

b) for the information by Central, that credit union, a perso n representing that dissolved credit union or an incorporator within the meaning of

section 19(1), as the case may be, which request the Minister or the Corporation may, but is not bound to, grant.

(2) The Minister or the Corporation may in any manner communicate or provide information referred to in subsection (1) whose disclosure the Minister or the Corporation considers to be required (

a) for the proper administration or enforcement of this Act, to (

i) the Corporation or the Min ister, as the case may be, or (ii) persons acting under the Minister’s or the Corporation’s direction or authority in the administration or enforcement of this Act, (

b) to enable Central to comply with this Act or the regulatio ns, to Central, (

c) for the purpose of enabling the auditor of a body corporat e to fulfil the auditor’s functions as such, to that auditor, or (

d) for regular law enforcement purposes, to a law enforcement authority.

(3) The Minister may in any manner communicate information referred to in subsection (1)

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Chapter C-32 CREDIT UNION ACT 29 (

a) to the government of any other province or territory or of Canada, or an agency of any of those governments, (

b) for the purposes of the administration or enforcement of t he Securities Act, the Loan and Trust Corporations Act or the Insurance Act, to the person responsible for administering that Act or other persons acting under that person’s direction or authority, or (

c) for any prescribed purpose, to any other prescribed person .

(4) The Corporation may provide prescribed information to a prescribed person.

(5) Subject to subsection (6), a person to whom information is communicated or provided under subsection (2) or (3)(

b) or (

c) shall comply with subsection (1) in respect of it. (6) Subsection (5) does not apply to any disclosure made by the recipient referred to in that subsection (

a) for the relevant purpose, and to the relevant person, refe rred to in subsection (2)(

c) or (

d) or (3)(

b) or (c), or (

b) to another person acting under that recipient’s direction or authority or otherwise associated with the recipient in securing that purpose.

(7) Where, for the purposes of the administration or enforcement of this Act, the Minister receives information communicated to the Minister, or is allowed inspection of or access to any document provided, by the government or a public body of Canada or of any other province or territory, the Minister shall not disclose the information or the contents of the document other than with the consent of that government or public body.

(8) Subject to subsections (5) and (6), duties under this

section apply, as well as to the person referred to in this section, also to any other person acting under that person’s direction or authority or to whose notice information or a document comes as a result of any relationship with that person. RSA 2000 cC-32 s16;2020 c33 s2;AR 141/2025 Service on Minister 17 A person may serve a notice or other document on the Minister by (

a) delivering the document or s ending it by registered mail to the government office responsible for the day-to-day administration of credit unions, or

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Chapter C-32 CREDIT UNION ACT 30 (

b) personally serving it on the public officer in charge of t hat office or the officer’s deputy. 1989 cC-31.1 s17

Part 3 Continuance, Incorporation and Commencement of Business Division 1 Continuance of Existing Credit Unions Continuance 18 Existing credit unions continue to be incorporated credit unions under and subject to this Act, with articles and under a certificate of continuance. 1989 cC-31.1 s18 Division 2 Incorporation of New Credit Unions

Interpretation and application 19(1) In this Division, “incorporators” means the individuals subscribing the articles of incorporation.

(2) This Division does not apply to a credit union that is to result from an amalgamation. 1989 cC-31.1 s19 Entitlement to incorporate 20 Twenty or more adult individuals, each of whom is a Canadian citizen or has been lawfully admitted into Canada for permanent residence and is ordinarily resident in Alberta, may, subject to this Division, become incorporated as a credit union under this Division. 1989 cC-31.1 s20 Application for incorporation 21(1) An application for the incorporation of a credit union under this Division is made by providing to the Minister the articles of incorporation of the proposed credit union.

(2) The articles of incorporation must set out, in respect of the proposed credit union, (

a) its name, (

b) the full name and mailing address of each incorporator,

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Chapter C-32 CREDIT UNION ACT 31 (

c) in the case of a credit un ion that is to have a bond of association, a statement of that bond, (

d) in the case of a credit unio n that is not to have a bond of association, a statement that there is no bond of association, and (

e) a statement of any restrictions or prohibitions, other tha n those imposed by law, on the businesses that the credit union may carry on.

(3) The articles of incorporation must be subscribed by at least 20 individuals who qualify under

section 20 and who desire to be associated together as members of the proposed credit union.

(4) The articles of incorporation must be accompanied with (

a) a copy, subscribed by all the incorporators, of the propos ed bylaws, (

b) a notice that contains the full name and mailing address of each of the proposed first directors, (

c) a name search report, (

d) a notice containing the address of the proposed registered office, and (

e) a business plan, including a statement of the proposed expenses relating to the incorporation and initial organization of the credit union, and the credit union shall also provide the Corporation with a copy of the business plan.

(5) The articles of incorporation must contain an affidavit verifying the signatures of all persons subscribing the articles of incorporation and the bylaws. RSA 2000 cC-32 s21;2008 c4 s2 Approval or refusal of application 22 The Minister shall approve the application for incorporation (

a) if the Minister is satisfied that (

i) sections 12 and 21 have been complied with, (ii) the proposed bylaws com ply with this Act and the regulations,

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Chapter C-32 CREDIT UNION ACT 32 (iii) the proposed first direct ors are qualified to become directors under

section 65, and (iv) the name proposed for th e credit union complies with

section 31, (

b) if the Corporation has no tified the Minister in writing that it is satisfied that the business plan is viable, and (

c) unless the Minister conside rs that the application is contrary to the public interest. 1989 cC-31.1 s22 Incorporation and registration of articles, etc. 23(1) If the Minister approves the application, the Minister shall issue a certificate of the incorporation of the incorporators as a credit union under this Act stating that they are so incorporated under the name stated in the certificate of incorporation and shall assign to the credit union a registration number.

(2) When the Minister issues the certificate of incorporation, the Minister shall enter into the register, in addition to the certificate of incorporation, (

a) the articles of incorporation, (

b) the bylaws, (

c) notice of the registration number of the credit union, (

d) the notice of directors referred to in

section 21(4)(b), a nd (

e) the notice of registered office referred to in

section 21( 4)(d).

(3) On the coming into effect of the certificate of incorporation, the incorporators become incorporated as a credit union on the basis set out in the certificate.

(4) Except in proceedings under

section 195, a certificate of incorporation is conclusive proof of the facts set out in it and that the provisions of this Act and the regulations in respect of incorporation and all requirements precedent to incorporation have been complied with. 1989 cC-31.1 s23

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Chapter C-32 CREDIT UNION ACT 33 Division 3 Commencement of Business Requirements for commencing business 24(1) Subject to subsection (3), a credit union incorporated under Division 2 shall not commence business until the Minister has approved the commencement of business by it.

(2) The Minister shall not approve the commencement of business unless (

a) the credit union has submitted to the Minister any changes made by it to its business plan, (

b) the Corporation has notified the Minister in writing that it is satisfied that any changes made to the business plan do not affect its viability, and (

c) the Minister is satisfied that (

i) the credit union has at leas t 50 members, if it has a bond of association, and 250 members if it does not, (ii) the members collectively have subscribed and paid in full for at least the prescribed number of common shares on the condition that they may not be redeemed under any circumstances within one year after the date of the approval, (iii) the members collectively have deposited at least the prescribed amount and agreed to maintain the deposits with the credit union until at least 6 months after the date of the approval, (iv) the credit union has demonstrated evidence of its capacity for effective management and direction of its business and affairs, (

v) the certificate of incorporation has not been procured by the fraud or misrepresentation of any person, (vi) the credit union will not b e used for an illegal purpose, and (vii) the credit union will fu lfil the purposes and mode of operation of a credit union generally under

section 26. (3) Subsection (1) does not prohibit the carrying on of such business as is necessary to enable the credit union to meet the requirements of subsection (2).

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Chapter C-32 CREDIT UNION ACT 34

(4) The credit union shall pay to Central all deposits and share subscriptions taken before the credit union is permitted to commence business, and Central shall hold them, subject to allowing any prescribed withdrawals, on the prescribed conditions for the members by whom or on whose behalf they were paid, pending the commencement of business.

(5) The credit union shall report withdrawals allowed under subsection (4) for the payment of incorporation and initial organization expenses to the Corporation on the prescribed basis. 1989 cC-31.1 s24 Revocation of certificate of incorporation 25(1) The Minister, on giving a credit union at least 3 months’ written notice of the Minister’s intention to do so, may issue a certificate revoking its certificate of incorporation if the requirements of

section 24(2) have not been met within 2 years after its incorporation.

(2) Where the Minister receives the written request of the board of a credit union that has not issued any shares and has no property or liabilities, the Minister may issue a certificate revoking the credit union’s certificate of incorporation. 1989 cC-31.1 s25

Part 4 Organization and Structure Essential Features of a Credit Union Purposes and mode of operation 26(1) The purposes of a credit union are, subject to the restrictions set out in this Act and the regulations, to provide on a co-operative basis financial services wholly or primarily for its members, and its principal purposes are to receive deposits from, and to make loans to, its members.

(2) A credit union shall operate on a co-operative basis such that (

a) subject to

section 60, a memb er has no more than one vote at its general meetings or in respect of elections of its directors and officers, (

b) there is no provision for proxy voting, (

c) membership in it is voluntary, and (

d) repealed 2016 c27 s2, (

e) net income accruing from its business is

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Chapter C-32 CREDIT UNION ACT 35 (

i) distributed to members, (ii) used to develop its business, (iii) used to provide ser vices for its customers, (iv) used for the enhancement of its reserves or retained earnings, or (

v) used for another purpose approved by the members. RSA 2000 cC-32 s26;2016 c27 s2 Amendment and Restatement of Articles Amendment or replacement of articles 27(1) Subject to this Part, a credit union may by special resolution amend any part of its articles so long as the amended articles set out the matters referred to in

section 21(2)(a), (c), (

d) and (

e) and otherwise comply with this Act and the regulations.

(2) A clerical error in the articles may be amended by the board.

(3) For the purposes of this

section and

section 29, the repeal and replacement of articles are deemed to be an amendment of them. 1989 cC-31.1 s27 Amendment of articles reflecting change in bond 28(1) A credit union may not change from being one with a bond of association to being one without a bond of association unless it satisfies the Minister that (a)

section 24(2)(c)(i), (ii), ( iii) and (iv), as those subclauses apply in respect of a credit union without a bond of association, have been complied with, with references in those subclauses to the approval to commence business being replaced by references to the coming into effect of the amendment of the articles effecting the change, and (

b) the change is not contr ary to the public interest.

(2) A credit union may not change from being one without a bond of association to one with a bond of association unless the prescribed conditions, if any, are met. 1989 cC-31.1 s28 Articles and certificate of amendment 29(1) The credit union must, to enable the amendment to become effective, send to the Minister articles of amendment respecting the amendment.

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Chapter C-32 CREDIT UNION ACT 36

(2) The Minister, on receiving the articles of amendment, shall register them and issue a certificate of amendment, unless the Minister considers that the amendment does not comply with this Act or the regulations.

(3) On the coming into effect of the certificate of amendment, the articles are amended in accordance with the certificate.

(4) The amendment does not affect any existing cause of action, claim or liability to prosecution in favour of or against any person or any action or proceeding with respect to it. 1989 cC-31.1 s29 Restatement of articles 30(1) A credit union (

a) may, at any time, and (

b) shall, when so directed by the Minister and within the per iod specified in the direction, restate articles that have previously been amended by providing the restated articles to the Minister.

(2) Restated articles may not contain any amendments to the articles other than amendments that have previously been registered.

(3) On the Minister’s receipt of restated articles that comply with this section, the Minister shall issue a certificate of restated articles.

(4) On the coming into effect of the certificate of restated articles, the restated articles supersede the original articles and all amendments to them. 1989 cC-31.1 s30 Names Name of credit union 31(1) Subject to this section, a credit union may not have a name (

a) that is the subject of any prohibitions, or that does not meet the requirements, prescribed by the Minister, (

b) that is identical to the na me of a corporation or other organization appearing on a name search report, (

c) that so nearly resembles the name of any such corporation or organization that, in the opinion of the Minister, the use

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Chapter C-32 CREDIT UNION ACT 37 of that name would or might be deceiving or misleading to persons dealing with the credit union or the other entity, or (

d) that is otherwise objectionable on grounds of public polic y.

(2) A credit union must have the phrase “Credit Union” or “Caisse Populaire” as part of its name.

(3) An existing credit union is not required to change the name that it had on May 13, 1987 to comply with this section. 1989 cC-31.1 s31 Change of name 32(1) Where a credit union wishes to change its name pursuant to

section 27 it must, unless it has approval to the contrary from the Minister, provide to the Minister a name search report.

(2) The change of name is subject to the approval of the Minister, who shall determine whether the proposed new name complies with this Part and the regulations.

(3) If the Minister approves the change of name, the Minister shall, in addition to complying with

section 29, gazette notice of the change of name unless the Minister considers that the change is so minor that no person will have reason to be confused or misled as to the identity of the credit union following the change. 1989 cC-31.1 s32 Use of name 33(1) A credit union shall ensure that its name is set out in legible characters on all its contracts, invoices, negotiable instruments and orders for services and all publications advertising its services that are provided to any person by it or on its behalf.

(2) Where the name of the credit union ends in “Limited”, “Limitée”, “Ltd.” or “Ltée”, the credit union may use and may be legally designated by use of either the full or the abbreviated form.

(3) Subject to subsection (2), a credit union shall ensure that each of its premises where business with customers is conducted has at least one permanent sign posted that advertises the credit union’s full name in prominent characters and in a location clearly visible to customers. 1989 cC-31.1 s33 Addresses, Service and Records Registered office and addresses 34(1) A credit union shall have a registered office in Alberta.

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Chapter C-32 CREDIT UNION ACT 38

(2) A credit union may at any time, by giving written notice to the Minister, designate either or both (

a) a separate records offi ce in Alberta for itself, and (

b) an address in Alberta f or service by mail of it.

(3) The credit union may at any time, by giving written notice to the Minister, change the address of its registered office or revoke or change a designation under subsection (2).

(4) The credit union shall not designate a post office box as its registered office or separate records office.

(5) The Minister, on receiving notice under subsection (2) or (3), shall register it.

(6) Unless a designation of a separate records office is in force, the credit union’s registered office is also its records office. 1989 cC-31.1 s34 Service on credit union 35 A person may serve a document on a credit union by (

a) delivering the document to t he credit union’s registered office during its usual business hours, (

b) personally serving it on any director or officer or, where applicable, the administrator or liquidator, of the credit union, or (

c) sending it by registered mail to (

i) its registered office, or (ii) the address for service by mail designated in the latest registered notice of it under

section 34. 1989 cC-31.1 s35 Record-keeping 36(1) A credit union shall keep at its records office (

a) its articles and bylaws, inc luding all amendments to them, (

b) the minutes of its general meetings, including resolutions passed, (

c) the minutes of its board and committee meetings, including resolutions passed,

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Chapter C-32 CREDIT UNION ACT 39 (

d) a current list of the nam es and latest known residential addresses and any mailing addresses of all persons who are or have within the past year been directors or officers, with the dates on which each directorship or office commenced and, where applicable, ended, (

e) a current list of the nam es and latest known residential addresses of all individual members and the registered office and post office box, if any, designated as its address for service by mail, in the case of a corporate member, and (

f) its financial statements, including any auditor’s reports.

(2) For the purposes of subsection (1), a list is current if it accurately reflects the situation existing at any given date within the 3-month period immediately preceding the time in question.

(3) A credit union shall take such precautions to (

a) prevent loss or destruction of, (

b) prevent falsification of, and (

c) facilitate detection and correction of inaccuracies in, the documentary information that this Act or the regulations require it to keep as are appropriate to the means used to record that information. RSA 2000 cC-32 s36;2003 cP-6.5 s67 Examination of documents 37(1) A credit union shall permit its members or their agents to examine its documents described in

section 36(1)(a), (

b) and (

d) and, subject to

section 84,

section 36(1)(f).

(1.1) Notwithstanding subsection (1), a credit union shall not disclose any residential address kept by the credit union under

section 36(1)(d).

(2) A credit union shall permit any customer or the customer’s agent to examine a statement of the customer’s transactions with the credit union.

(3) Where a bylaw under

section 45(4)(

j) gives rights to members or their agents to examine the list of members referred to in

section 36(1)(e), the credit union shall, by bylaw, (

a) provide those rights conditionally or unconditionally, and

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Chapter C-32 CREDIT UNION ACT 40 (

b) where those rights are conditional, specify the conditions under which those persons may do so.

(4) A person entitled to make an examination under this

section is entitled to make the examination only during the usual business hours of the credit union and on giving the credit union reasonable notice.

(5) The credit union shall permit the person referred to in subsection (4) to make copies, or shall provide the person with copies, of the documents in question, but the credit union is not required to provide any person with a copy of the list of members referred to in

section 36(1)(e).

(6) A person entitled to examine the list of members pursuant to a bylaw under subsection (3) or to have a copy of that list shall not use the list of members for any purpose not legitimately related to the affairs of the credit union.

(6.1) Where a bylaw under

section 45(4)(

j) does not provide for access to the list of members, or does not provide for reasonable access to it as referred to in subsection (3), the Lieutenant Governor in Council may make regulations (

a) establishing the right of a member to direct the credit un ion to distribute to all members the information specified by that member and to direct the method of distribution, and (

b) with respect to any such d irection, establishing the rights and obligations of the credit union, including the right to impose on the member a reasonable charge for the distribution.

(7) Notwithstanding anything in this

section but subject to

section 84(2), the credit union may make the provision of any of its services under this

section and

section 38(2) subject to the payment of a reasonable fee for the services. RSA 2000 cC-32 s37;2003 cP-6.5 s67;2016 c27 s3 Form of documents 38(1) Documentary information that a credit union is required to keep under this Act or the regulations may be maintained in writing or entered or recorded by a system referred to in

section 9(3).

(2) Where a person is entitled to examine a document that is kept by a credit union in a form other than in writing and makes a request of the credit union to that effect, the credit union shall make the information available to that person in an accurate and

RSA 2000

Section 39

Chapter C-32 CREDIT UNION ACT 41 intelligible form within a reasonable time and shall, on request, produce to the person a written copy of the information. 1989 cC-31.1 s38 Seal, Fiscal Year and Annual Return Seal 39(1) Subject to

section 33(2), a credit union’s seal, if any, must contain the full name of the credit union in legible characters.

(2) A document executed by or on behalf of a credit union is not invalid by reason only that the seal is not affixed to it. 1989 cC-31.1 s39 Fiscal year 40 The fiscal year of a credit union is November 1 to the following October 31. 1989 cC-31.1 s40 Annual return 41(1) A credit union shall, within 30 days after its annual general meeting, provide to the Minister and the Corporation a return showing (

a) the name of the credit union, (

b) the date of that annual general meeting, (

c) the full name and mailin g address of each director, (c.1) the full name, mailing address, business address, busine ss telephone number and office held in the credit union of each officer who is not a director, (

d) the address of the credit union’s registered office, (

e) the address of its separ ate records office, if any, (

f) the address designated for se rvice of it by mail, if any, and (

g) the names of the cred it union’s subsidiaries.

(2) On receiving the annual return, the Minister shall register it. RSA 2000 cC-32 s41;2008 c4 s2 Corporate Incidents Capacity and powers 42(1) A credit union has the capacity and, subject to this Act and the regulations, the rights, powers and privileges of an individual.

RSA 2000

Section 43

Chapter C-32 CREDIT UNION ACT 42

(2) Subject to this Act, a credit union may carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Alberta to the extent that the laws of that jurisdiction permit.

(3) A credit union shall not do anything that is prohibited by, or do anything in a manner that contravenes, its articles.

(4) An act of a credit union, including the transfer or receipt of property by it, is not invalid by reason only that the act is contrary to this Act, the regulations or its articles or bylaws or is inconsistent with its purposes or the mode of operation referred to in

section 26(2). 1989 cC-31.1 s42 Absence of constructive notice 43(1) Subject to subsection (2), a person is not affected by or deemed to have notice or knowledge of the contents of a document concerning a credit union by reason only that the document is registered or is available for inspection at an office of a body corporate or of the Minister.

(2) A member, in the member’s capacity as such, is bound by, and is to be treated as having notice and knowledge of the contents of, the articles and the bylaws of the credit union. 1989 cC-31.1 s43 Reliance by persons dealing with credit union 44 Without limiting a person’s rights or obligations under any other law, a credit union or a guarantor of an obligation of a credit union may not assert against a person dealing with the credit union or dealing with any person who has acquired rights from the credit union that (

a) the articles, bylaws or any resolution of the credit union has not been complied with, (

b) the persons named as di rectors in the most recently registered return or notice under

section 21(4)(b), 41 or 69 are not the directors, (

c) the place named as its registered office in the most recen tly registered return or notice under

section 21(4)(d), 34 or 41 is not its registered office, (

d) the address designated for service by mail in the most recently registered return or notice under

section 34 or 41 is not its address for service by mail,

RSA 2000

Section 45

Chapter C-32 CREDIT UNION ACT 43 (

e) a person held out by the credit union as a director, offic er or agent of the credit union (

i) has not been duly elected or appointed, or (ii) has no authority to exerci se a power or perform a duty that the director, officer or agent might reasonably be expected to exercise or perform, (

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

g) a sale, lease or exchange of property referred to in

section 47(1) was not authorized, except where that person has, or by virtue of that person’s position with or relationship to the credit union ought to have, knowledge of those facts at the relevant time. 1989 cC-31.1 s44 Bylaws 45(1) In this section, “bylaws” includes any amendment, repeal or repeal and replacement of the bylaws.

(2) A credit union shall by ordinary resolution make bylaws in accordance with this section.

(3) Notwithstanding anything in this Act except subsection (4), bylaws are to govern only the administration, management and regulation of the credit union’s affairs.

(4) The bylaws must provide, subject to this Act and the regulations, for such of the following matters as are applicable to the credit union but are not provided for by this Act or the regulations or set out in the articles: (

a) membership, including qualifications and applications for, approval, continuation, termination and suspension of, and expulsion from, membership, and the rights and obligations of holders of joint membership; (

b) the calling and holding of, notice for, and the procedure and quorums and the business that must or may be conducted at, general, board and committee meetings, including the agenda at annual general meetings; (

c) voting in respect of general, board and committee meetings , including the manner and form of voting;

RSA 2000

Section 45

Chapter C-32 CREDIT UNION ACT 44 (

d) the minimum number of board meetings that must be held in any specified one-year period; (

e) the actual number or any restrictions on the number of directors; (

f) in respect of directors an d officers, their election or appointment, qualifications, terms of office, suspension and removal and the cessation of their office and the filling of vacancies among their number; (

g) any restrictions on powers that the credit union, or the board, committees, officers or individual directors, would otherwise have, and any requirement that a specified matter may be dealt with only by special or ordinary resolution; (

h) transfers of, and redemption rights for, shares; (

i) the restrictions, if any, on the formation or acquisition of subsidiaries; (

j) a statement of whether members or their agents are to have the right to examine the list of members referred to in

section 36(1)(e); (

k) all other matters that are required by this Act or the regulations to be dealt with in the bylaws.

(5) The credit union may, by ordinary resolution, (

a) make bylaws providing for a ny matter that this Act or the regulations provide may be dealt with by bylaw, and (

b) amend and repeal its bylaws.

(6) Where this Act or the regulations impose a restriction on a credit union or on its board or any of its committees, the bylaws may provide for still more restrictive requirements, but in no case may they diminish the requirements of this Act or the regulations.

(7) The credit union shall provide the Minister and the Corporation with a certified copy of each bylaw within 30 days after the ordinary resolution making it, and the Minister shall register the bylaw.

(8) The articles may contain any provision that may be contained in the bylaws and where the articles contain any such provision, references in this Act to the bylaws are to be construed accordingly. 1989 cC-31.1 s45

RSA 2000

Section 46

Chapter C-32 CREDIT UNION ACT 45 General Business Restrictions Restrictions on business activities 46(1) A credit union or its subsidiary or affiliate shall not carry on any business unless the carrying on of that business is authorized by or under this

section and is otherwise consistent with this section. (2) Subsections (3) to (5), (7) and (8) are subject to

section 42(3) and any related party provision or other law that prohibits, restricts or otherwise regulates any activity that would otherwise be permitted by or under those subsections.

(3) A credit union may carry on (

a) except as prescribed, the businesses of taking deposits an d lending money and any other businesses that are incidental to such deposit-taking and loan-making businesses, (

b) as an ancillary business, the business of operating a post office within the meaning of the Canada Post Corporation Act (Canada), or (

c) any business that is prescribed.

(4) Subject to any prescribed terms and conditions and any other law, a subsidiary or affiliate may carry on (

a) any business that a credit union is allowed by law to carry on, subject however to the restrictions imposed by this Act and the regulations on credit unions, (

b) the business of (

i) a corporation within the meaning of the Loan and Trust Corporations Act or within the meaning ascribed to any equivalent expression by any equivalent statute of another province or territory or of Canada, (ii) a securities dealer, or (iii) an insurance agent, within the meaning of the Insurance Act, o r (

c) any other prescribed business.

(5) A subsidiary or affiliate shall not engage generally in the business of accepting deposits or lending money unless it is

RSA 2000

Section 47

Chapter C-32 CREDIT UNION ACT 46 (

a) a financial institution that is legally permitted to do so , or (

b) prescribed as being entitled to do so.

(6) A credit union or a person acting in the person’s capacity as a director, officer or employee of a credit union shall not act as an insurer, insurance agent or adjuster, within the meanings respectively ascribed to those expressions by the Insurance Act.

(6.1) Notwithstanding subsection (6), a credit union may hold a restricted insurance agent’s certificate of authority under the Insurance Act and a credit union that holds such a certificate and its officers, directors and employees may act as an insurance agent only to the extent authorized by the certificate.

(7) A credit union may act as trustee for a trust in respect of a prescribed class of transaction.

(8) A credit union may, with the prior approval of the Corporation and subject to any other law, carry on business as an information management corporation that is a corporation whose activities are limited to either or both of the following: (

a) the collection, manipulatio n and transmission of information that is primarily financial or economic in nature; (

b) the sale or licensing of related software. RSA 2000 cC-32 s46;RSA 2000 cI-3 s854;2003 c19 s14; 2016 c27 s4;2020 c33 s2 Disposal and acquisition of assets 47(1) A credit union shall not sell, lease or exchange all or substantially all of its assets other than in the ordinary course of its business unless the disposal is approved by a special resolution.

(2) A credit union may dispose of property to a related party that is a financial institution at fair market rate so long as the consideration is fully paid in money, but, without the prior approval of the Corporation, it shall not, in any fiscal year, dispose of assets under this subsection having an aggregate value in excess of 10% of its assets as at the end of the previous fiscal year.

(3) A credit union may, if its board has previously authorized and the Corporation has previously approved the transaction, enter into a transaction with a related party that is a financial institution if the transaction involves the acquisition or disposal of assets as part of a restructuring of the credit union or an amalgamation. 1989 cC-31.1 s47

RSA 2000

Section 48.1

Chapter C-32 CREDIT UNION ACT 47 48 Repealed 2016 c27 s5. Member and customer complaints process 48.1 A credit union shall (

a) establish written procedures to deal with complaints by it s members and other customers, (

b) designate an officer or a se nior employee to be responsible for implementing those procedures, and (

c) make those procedures available (

i) repealed 2026 c3 s4(2), (ii) on its websites, if any, through which its products or services are offered, and (iii) in writing to any membe r or other customer who requests them. 2008 c4 s2;2026 c3 s4(2) General Related Party Provisions Related party and associated transactions generally 49(1) Except to the extent, if any, permitted by or under a related party provision, a credit union or its subsidiary shall not directly or indirectly enter into any transaction with a party related to that credit union.

(2) Except to the extent, if any, permitted by or under a related party provision, a party related to a credit union shall not directly or indirectly enter into any transaction with the credit union or any of its subsidiaries.

(3) A credit union or its subsidiary shall not directly or indirectly enter into any transaction with any person who ceased to be a party related to that credit union during the previous 12 months which, if that person were still a related party, would require the prior authorization of the credit union’s board, and such a former related party shall not directly or indirectly enter into such a transaction with the credit union or a subsidiary, unless the transaction (

a) has been authorized by the board of the credit union, and (

b) is at fair market rate.

(4) For the purposes of subsections (1) to (3), a transaction is entered into if an existing transaction, including one entered into

RSA 2000

Section 49.1

Chapter C-32 CREDIT UNION ACT 48 before November 1, 1989, is modified, added to, extended or renewed.

(5) Where a credit union or a subsidiary is permitted by or under a related party provision to enter into a transaction with a related party, that related party may enter into that transaction with that corporation.

(6) Where a transaction is required by or under a related party provision or subsection (3) to be at fair market rate, that requirement is satisfied, except where the transaction is between a credit union and a subsidiary or between subsidiaries of a credit union, if the transaction is at a rate and on terms that exceed or do not exceed fair market rate, as the case may be, if that rate and those terms are more financially advantageous to the credit union or subsidiary than actual fair market rate.

(7) The onus is on a related party or former related party and the credit union or subsidiary to prove, with reference to any related party provision that requires proof of fair market rate or to subsection (3), that the transaction in question is at or exceeds or does not exceed, as the case may be, fair market rate. 1989 cC-31.1 s49 Personal information 49.1(1) In this section, “personal information” means personal information as defined in the Personal Information Protection Act other than business contact information to which that Act does not apply by virtue of

section 4(3)(

d) of that Act.

(2) For the purposes of complying with related party provisions or any regulations made under this Act respecting related parties, a credit union may collect and use personal information about persons who are related parties without obtaining their consent.

(3) Persons who are not related parties shall provide personal information as is necessary for the credit union to comply with related party provisions or any regulations made under this Act respecting related parties. 2003 cP-6.5 s67 Disclosure and use of confidential information by related parties 50(1) A party related to a credit union shall not enter into a transaction if the party knows or ought reasonably to know that, in respect of the transaction, the party would make use of information that is confidential to the credit union or any subsidiary in order directly or indirectly to obtain a benefit or advantage wholly or primarily for the party or any person other than the credit union or subsidiary.

RSA 2000

Section 51

Chapter C-32 CREDIT UNION ACT 49

(2) Subject to

section 77, a related party who is or is about to be a party to a related party transaction for which the authorization of the credit union’s board is or will be required shall disclose in writing to the credit union the nature of the related party’s interest in that transaction or proposed transaction forthwith after becoming aware of the facts that bring the related party within the application of this subsection.

(3) A former related party referred to in

section 49(3) who is or is about to be a party to any transaction with the credit union or its subsidiary referred to in that subsection shall disclose in writing to the credit union the nature of the former related party’s interest in that transaction or proposed transaction forthwith after becoming aware of the facts that bring the former related party within the application of this subsection.

(4) The credit union’s board shall ensure that a disclosure under subsection (2) or (3) is entered in the minutes of the first board meeting occurring after the making of the disclosure. 1989 cC-31.1 s50 General exceptions to related party provision prohibitions 51(1) A credit union or its subsidiary may, if the board of the credit union has previously authorized the transaction, (

a) enter into a written contr act with a related party for the provision of management services to or by the credit union or subsidiary if it is reasonable that the credit union or the subsidiary obtain or supply the services, and so long as the consideration is at fair market rate, (

b) enter into a written lease of personal property with a rel ated party for the use of the credit union or subsidiary in carrying on its business or affairs at fair market rate, so long as the term of the lease and of any potential renewals of the term under the lease does not exceed 5 years, (

c) enter into a written contr act with a related party for pension and benefit plans and other reasonable commitments incidental to the employment of officers and employees of the credit union or subsidiary, (

d) subject to

section 65, ente r into a contract of employment with a director, officer or prospective officer of the credit union or of any of its subsidiaries, (

e) enter into a written contr act with a related party for the purchase at fair market rate of goods or services, other than management services, required by the credit union or

RSA 2000

Section 52

Chapter C-32 CREDIT UNION ACT 50 subsidiary in carrying on its business or affairs, so long as there is appropriate documentation evidencing the consideration and the term of the contract and of any potential renewals of the term under the contract does not exceed 5 years, and (

f) enter into any other related party transaction, not otherwise specified in this Act, that is prescribed as requiring prior board authorization.

(2) Notwithstanding anything in subsection (1), a credit union or a subsidiary may, without the prior authorization of the board of the credit union unless the bylaws require it, (

a) enter into a contract of em ployment with a related party who is not a director, officer or prospective officer of the credit union or of any of its subsidiaries, (

b) enter into a transaction w ith a related party at fair market rate for the sale of goods or the provision of services that are not otherwise provided for by a related party provision, and (

c) enter into any other related party transaction, not otherw ise specified in this Act, (

i) that does not cause the expenditures by that corporation in all transactions between it and all related parties during any fiscal year of the credit union to exceed the amount approved by the Corporation, on application to it by the credit union, in relation to that corporation for that fiscal year, or (ii) that is prescribed as not requiring prior board authorization.

(3) In this section, “prospective officer” means a person referred to in

section 2(5)(a). RSA 2000 cC-32 s51;2003 c19 s15 Related party exemptions by Corporation 52(1) On written application being made to the Corporation before a transaction, with a copy being contemporaneously provided to the Minister, the Corporation may give its prior approval to a credit union’s or its subsidiary’s entering into a related party transaction or to a class of related party transactions that would otherwise be prohibited or restricted by this Act or the regulations if in the Corporation’s opinion the transaction or class of transactions is necessary or beneficial to the well-being of the credit union and is not prejudicial to the interests of its members or customers.

RSA 2000

Section 53

Chapter C-32 CREDIT UNION ACT 51

(2) Where the Corporation is satisfied that a subsidiary or affiliate of a credit union functions wholly or primarily for the purpose of providing a service, other than a financial service, to the credit union or its subsidiary, the Corporation may approve an application by that credit union for the exemption of the subsidiary or affiliate from the status of related party. 1989 cC-31.1 s52 Professional advisors and related party transactions 53(1) A professional advisor of a credit union who in the professional advisor’s capacity as such becomes aware of a contravention of a related party provision or of the terms and conditions of an approval given in relation to a related party provision shall forthwith ensure that the credit union’s board and auditor are or become aware of the contravention.

(2) The auditor of a credit union shall forthwith report to the board of the credit union and to the Minister any contravention of a related party provision of which the auditor is notified or otherwise becomes aware.

(3) Nothing in this

section abrogates any privilege existing between a solicitor and client.

(4) A person who in good faith makes a report under this

section is not liable in any civil action arising from the report. 1989 cC-31.1 s53 Related party transaction procedures 54 Unless otherwise prescribed, a credit union shall have written procedures, approved by resolution of the board, to be followed by the credit union and its directors, officers and employees to ensure compliance with related party provisions. 1989 cC-31.1 s54

Part 5 General Meetings and Membership Division 1 General Meetings Annual general meetings 55 The board shall call the annual general meeting of a credit union, to be held within 5 months after the end of each fiscal year. 1989 cC-31.1 s55

RSA 2000

Section 56

Chapter C-32 CREDIT UNION ACT 52 Special general meetings 56(1) The board may at any time call a special general meeting of the credit union, and shall do so on receiving a written request to that effect signed (

a) by or on behalf of the audit committee, (

b) in the case of a large cr edit union, by at least the greater of (i) 100 members, and (ii) 1% of the total membership as at the date the request is received, o r (

c) in the case of a small cr edit union, by at least the greater of (i) 50 members, and (ii) 10% of that membership.

(2) A request referred to in subsection (1) must state the business to be transacted at the proposed meeting.

(3) If the board does not, within 30 days after receiving the request, call a special general meeting, any member who signed the request or the audit committee, as the case may be, may call the meeting.

(4) The only business that may be discussed at a meeting called on the request or under subsection (3) is (

a) business specified in the request, and (

b) business that is required by this Act to be dealt with at the general meeting occurring next after the occurrence of a specific event.

(5) The credit union may by ordinary resolution reimburse members for the expenses reasonably incurred by them in requesting, calling and holding the meeting. RSA 2000 cC-32 s56;2016 c27 s6 Regionalization of meetings 57(1) A credit union may by bylaw divide the territory in Alberta in which it carries on business and has members into regions for the purpose of holding separate general meetings in each region for the members who reside or have accounts in that region instead of holding one general meeting for all its members.

RSA 2000

Section 58

Chapter C-32 CREDIT UNION ACT 53

(2) Subject to this section, where a bylaw under subsection (1) is in force, the provisions of this Part and any other law applicable to general meetings apply to regional meetings held under this section.

(3) A resolution presented at regional meetings is passed by the credit union only if the resolution (

a) is presented at regional meetings covering all the territo ry referred to in subsection (1), and (

b) receives the approval, over all the regional meetings taken as a whole, of such aggregate majority of the aggregate votes validly cast at all the regional meetings as would suffice to carry the resolution at a single general meeting of the whole credit union.

(4) The bylaws must provide for the procedures, if any, specific to regional meetings that must be followed. 1989 cC-31.1 s57 Notice of general meetings 58(1) Subject to this

section and

section 62, a credit union shall give at least 10 and not more than 50 days’ notice of a general meeting to every member, specifying the date, time and place at which it is to be held and, where applicable, specifying the intention to propose a special resolution.

(2) Notice of a general meeting at which there is to be transacted any business other than business that this Act requires to be transacted at an annual general meeting or the reappointment of the incumbent auditor, must state (

a) the nature of that business in sufficient detail to enable the members to form a reasoned judgment on the business, (

b) where a special resolution is to be submitted to the meeti ng, the text of it, and (

c) where the voluntary dissolution or liquidation and dissolution of the credit union is to be proposed, the full terms and conditions on which it is proposed to take place.

(3) Notice of a meeting to be held pursuant to the adjournment of a general meeting must be given under this

section except where (

a) the general meeting is adjourned by one or more adjournments for an aggregate of 50 days or less,

RSA 2000

Section 59

Chapter C-32 CREDIT UNION ACT 54 (

b) notice of the date, tim e and place of the reassembled meeting is given by announcement at the time of the adjournment, and (

c) the bylaws do not require notice to be given under this section.

(4) The proceedings and the business transacted at a general meeting are not invalidated by reason only that a member did not receive notice of the meeting. RSA 2000 cC-32 s58;2023 c3 s7 Quorum 59(1) Subject to this section, the quorum at a general meeting is (a) 50 members if the credit union has assets of less than $500 000 000, and (b) 100 members if it has assets of or exceeding $500 000 000.

(1.1) Where a vote is to be held on a special resolution, the quorum for that vote is (a) 75 members if the credit union has assets of less than $500 000 000, and (b) 150 members if it has assets of or exceeding $500 000 000.

(1.2) Notwithstanding subsections (1) and (1.1), the bylaws may increase the number of members required for a quorum over the numbers respectively specified in those subsections.

(2) Unless the bylaws otherwise provide, where a quorum is present at the opening of a general meeting, the members present may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting.

(3) Subject to subsection (4), where a quorum is not present at the opening of a general meeting, the members present may adjourn the meeting but may not transact any other business.

(4) If the credit union has received the prior written approval of the Minister (whether before or after the adjourned meeting) to hold a reassembled meeting held pursuant to an adjournment under subsection (3) with the reduced quorum specified by the Minister, the members present may proceed at that meeting with that reduced quorum, for which purpose subsection (2) applies. RSA 2000 cC-32 s59;2016 c27 s7

RSA 2000

Section 60

Chapter C-32 CREDIT UNION ACT 55 Voting at general meetings 60(1) This

section applies to voting at general meetings.

(2) Subject to subsection (6), only members are entitled to vote.

(3) Subject to this

section and the bylaws referred to in subsection (4), each member has one vote on any question that may be voted on.

(4) The bylaws must (

a) specify what constitutes a spoiled or invalid vote, (

b) specify the number of votes that may be cast, and the basi s for voting, by holders of joint membership, (

c) set out the basis for and the manner of voting by designat ed representatives, and (

d) contain a prohibition against or restrictions on voting by all or some of the members who are minors.

(5) A member may not vote by proxy.

(6) The rights of a member entitled to have a designated representative may be exercised by that representative, and a designated representative who is a member may cast, in addition to that representative’s own membership vote and in accordance with the bylaws, a representative vote.

(7) Repealed 2008 c4 s2.

(8) A member at a general meeting may demand a vote by ballot before or on the declaration of the result of a vote by show of hands, and the result of the vote by ballot is the decision of the members. RSA 2000 cC-32 s60;2008 c4 s2 Participation in general meetings involving non-physical presence 60.1(1) Unless the articles or bylaws of a credit union provide otherwise, a credit union may hold a general meeting by telephonic, electronic or other means of communication that permit all persons participating in the meeting to communicate adequately with each other during the meeting and that comply with the regulations, if any, provided that (

a) all members or other perso ns entitled to attend a general meeting may participate in the meeting, including voting, by such a means of communication, and

RSA 2000

Section 61

Chapter C-32 CREDIT UNION ACT 56 (

b) the credit union provides for such a means of communication.

(2) Where the circumstances described in subsection (1) apply, then, for the purposes of this Act, (

a) there is deemed to be a meeting if there is otherwise no actual meeting at law, and (

b) persons who lawfully partic ipate in the meeting by one of the means described in subsection (1) are deemed to be present at the meeting. 2008 c4 s2;2020 c33 s2;2026 c3 s4(3) Division 2 Membership Qualifications and restrictions 61(1) A person is not qualified to be or to remain a member unless the person holds at least the minimum number of common shares issued by the credit union that is required by the bylaws.

(1.1) Notwithstanding anything in this section, membership of a credit union is limited to (

a) subject to clause (a.1), individuals, (a.1) in the case of a credit un ion with a bond of association, individuals who fall within the membership limitations imposed by the bond, (

b) repealed 2023 c3 s7; (

c) persons who are members by virtue of amalgamations or arrangements or having rights or obligations referred to in

section 1(1)(ii), and (

d) except as prescribed by the Minister, other entities, not being individuals, that have their headquarters or that have material business interests in Alberta, and who otherwise qualify as members of it.

(2) For the purpose of determining all matters respecting membership, a partnership or other unincorporated association of persons is deemed to be a corporation.

(3) A credit union may not be a member of another credit union.

(4) Repealed 2016 c27 s8.

RSA 2000

Section 62

Chapter C-32 CREDIT UNION ACT 57

(5) Subject to this Act, a related party may be a member so long as the related party is given no rights or privileges arising from membership that are not held by the general membership, but no subsidiary or affiliate may be a member. RSA 2000 cC-32 s61;2016 c27 s8;2023 c3 s7 Service of notices and documents on members 62(1) A notice or other document required by this Act or the regulations or the bylaws of a credit union to be provided to a member is sufficiently served, for the purposes of this Act, only if and to the extent that this

section is complied with.

(2) The document may be (

a) served personally on the member or, if the member is a corporation, partnership or other firm or unincorporated association of persons, on a director, partner, officer or designated representative thereof or any other member of the governing body thereof, however called, (

b) sent by mail addressed to t he member at the member’s latest mailing address as shown in the records of the credit union, (b.1) sent by email to the ema il address of the member as shown in the records of the credit union, (

c) delivered, addressed to the member, to the member’s residential address, in the case of an individual, and its registered office in the case of a corporation, or (

d) in the case of a credit unio n with a bond of association that has or has the use of a receptacle for the purpose of providing documents to the member and whose bylaws so permit, deposited in that receptacle.

(2.1) Repealed 2026 c3 s4(4).

(3) If a credit union’s bylaws so permit, a notice may be (

a) advertised in prominent display notices in newspapers circulated in all the territory served by the credit union, and (

b) posted in places that ar e prominent and accessible to members and are designated in the bylaws.

(4) A credit union that has a bond of association such that a notice posted on notice boards in specific premises is likely to be seen by all or a substantial majority of the members may, if its bylaws so permit, post the notice on those notice boards, whereupon the credit union shall keep it there for the duration of its currency.

RSA 2000

Section 63

Chapter C-32 CREDIT UNION ACT 58

(5) Compliance with subsection (4) is sufficient service in respect of members who might reasonably be expected by the credit union to have adequate opportunity to examine the notice, but the credit union shall serve the notice by another method on all other members.

(6) If a credit union sends a notice to a member in accordance with subsection (2)(

b) or sends it for delivery in accordance with subsection (2)(

c) and the notice is returned because the member cannot be found, the credit union shall make reasonable efforts to locate the member and, if afterwards the member still cannot be found, the credit union is not required to provide any further notices to the member until the member informs the credit union in writing of the member’s new address.

(7) Where a credit union is required to provide a document to its members with a notice of a general meeting and it inserts the notice of the meeting in a newspaper under subsection (3), it may effect service of the document (

a) by giving information about the document in the notices given under subsection (3)(

a) and (b), including an adequate description of the nature of the document, and (

b) by providing a copy of the document free of charge to any member who requests it. RSA 2000 cC-32 s62;2008 c4 s2;2026 c3 s4(4)

Part 6 Directors, Officers, Employees and Committees Division 1 Constitutional Affairs Number of directors 63 A credit union shall have a board of directors consisting of at least 5 directors. 1989 cC-31.1 s63 Election and appointment of directors 64(1) Directors of a credit union may be elected only at an annual general meeting except that directors may be (

a) appointed or elected to fill vacancies in another manner provided for by the bylaws, (

b) appointed in accordance with bylaws made under subsection (1.1), or

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c) elected in accordance with bylaws made under subsection (1.2).

(1.1) The bylaws may provide for the appointment by the board of a number of additional directors not exceeding 1/3 of the number of incumbent directors (excluding directors appointed under this subsection) as at the end of the previous annual general meeting, but the term of each such appointment may not extend beyond the annual general meeting next following the appointment.

(1.2) The bylaws may provide for a method of electing directors before the holding of an annual general meeting.

(1.3) Bylaws made before the commencement of subsection (1)(c), to the extent that they provided for the election of directors before annual general meetings held, and elections held pursuant to those bylaws, before that commencement, are validated notwithstanding any lack of authorization to make those bylaws and to hold those elections at the time they were made or held.

(1.4) The board shall ensure that the results of elections held in accordance with bylaws made under subsection (1.2) are announced at the next annual general meeting following the elections.

(2) Subject to this Act, a credit union may by bylaw divide the membership of the credit union into divisions for the purpose of enabling all or a specified number of the directors to be elected only by members comprising those divisions, and any such bylaw must provide for (

a) the description of each division, (

b) the number of the directors to be elected by each division, and (

c) any procedures that must be followed in the election of directors under the bylaw. RSA 2000 cC-32 s64;2008 c4 s2;2009 c3 s2 Qualifications of directors 65(1) A person is not qualified to become, and shall not act or continue to act as, nor permit the person to be elected or appointed as, a director of a credit union, and the credit union shall not knowingly permit any of those acts, unless the person satisfies the qualifications specified and referred to in this section.

(2) A person is not qualified to be a director of a credit union (

a) unless the person is

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i) an individual of adult age, (ii) a member or a desig nated representative, and (iii) a Canadian citizen or a person who has been lawfully admitted into Canada for permanent residence; (

b) if the person has the status of a bankrupt; (

c) subject to subsection (5), if the person is, or within the 3-year period immediately preceding the person’s election or appointment to the board was, an employee of any body corporate; (

d) if the person is a professional advisor to the credit unio n; (

e) subject to subsection (5), i f the person is a director or officer of another credit union or of the Corporation; (

f) if the person is employed in the public service of Alberta or by a Provincial agency within the meaning of the Financial Administration Act and to which that Act applies, whether under a contract of service or a contract for services, whose substantive duties are directly concerned with the business or affairs of credit unions or of Central; (

g) if, within the immediately preceding 5 years, the person has been convicted of (

i) an indictable offence that is of a kind that is related to the qualifications, functions or duties of a corporate director, or (ii) an offence against this Act, and either the time for ma king an appeal has expired without the appeal’s having been made or the appeal has been finally disposed of by the courts or abandoned; (

h) if the person has a loan from that credit union in respect of which the repayment is in arrears for the prescribed period; (

i) if the person is a repres ented adult as defined in the Adult Guardianship and Trusteeship Act or is the subject of a certificate of incapacity that is in effect under the Public Trustee Act; (

j) if the person is a formal patient as defined in the Mental Health Act;

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k) if the person has been found to be a person of unsound min d by a court elsewhere than in Alberta; (

l) if the person is disqualified by, or unless the person sat isfies any other qualification requirements of, the bylaws.

(3) A person is not qualified to remain a director if the person fails without good cause to attend the minimum number of board meetings that the person is required by the bylaws to attend.

(4) Three-quarters of the directors must at all times be ordinarily resident in Alberta.

(5) The Minister may approve an exemption from the application of subsection (2)(

c) and (

e) in respect of a person’s employment with, or a person’s service as a director or officer of, the Corporation. RSA 2000 cC-32 s65;2008 cA-4.2 s126;2024 c15 s5(3) Board meetings 66(1) A credit union shall ensure that a meeting of the board is held within 30 days after each annual general meeting.

(2) A credit union shall, on a written request signed (

a) by at least 1/4 of the directors, or (

b) by or on behalf o f the audit committee, ensure that a meeting of the board is held within 10 days after the request.

(3) Notwithstanding any other law, the bylaws may provide that (

a) a director may particip ate in a board meeting, or (

b) a board meeting may be held, by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and, for the purposes of this Act, the directors participating by those means are deemed to be present at a board meeting. 1989 cC-31.1 s66 Duties of board 67(1) Subject to this Act and the regulations and the bylaws of a credit union, the board is responsible for the general management of the business and affairs of the credit union.

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(2) The board may appoint from among the directors an executive committee consisting of not less than 3 directors.

(3) Subject to this Act, the board may delegate any of its powers, duties or functions under this Act or the regulations in accordance with a prescribed authorization. 1989 cC-31.1 s67 Validity of acts 68(1)

An act of a director or officer of a credit union is valid notwithstanding an irregularity in the director’s or officer’s election or appointment or a defect in the director’s or officer’s qualification.

(2) An act of the credit union’s board is valid notwithstanding non-compliance with

section 65(4). 1989 cC-31.1 s68 Notice of change of directors 69(1) Within 10 days after a change in the composition of the board of a credit union occurs, the credit union shall provide to the Minister and the Corporation a notice setting out the change in directors.

(2) The Minister shall register the notice of the change. (3) Subsection (1) does not apply to the extent that the change in directors is reflected in the annual return registered under

section 41. 1989 cC-31.1 s69 Service of notices and documents on directors 70 A notice or other document required by this Act or the regulations or the bylaws of a credit union to be provided to a director of a credit union in the director’s capacity as such is sufficiently served, for the purposes of this Act, only if and to the extent that the mode of service referred to in

section 62(2) or (4) is complied with, for which purpose

section 62(5) applies. 1989 cC-31.1 s70 Remuneration of directors and non-employee officers 71(1) In this section, “officers” means officers of a corporation who are not employees of it.

(2) A credit union shall make bylaws with respect to the provision of remuneration by it to its directors and officers.

(3) Subject to the bylaws, a credit union may provide remuneration to its directors and officers.

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(4) A credit union shall not provide any perquisite, benefit or advantage to a director or officer of another credit union or its subsidiary that is not enjoyed by or available to the members of the first-mentioned credit union generally or a substantial proportion of its membership. RSA 2000 cC-32 s71;2003 c19 s16 Division 2 Duties and Liabilities of Directors, Officers and Employees Application 72(1) This Division does not operate so as to limit the duties and liabilities that a director, officer or employee of a corporation may have under any other law.

(2) No provision in a contract or the articles or the bylaws or a resolution of a credit union relieves a director or officer from the duty to act in accordance with this Act and the regulations or relieves the Director or officer from liability for a breach of this Act or the regulations. 1989 cC-31.1 s72 Duty of care of directors and officers 73(1) A director or officer of a credit union, in exercising the director’s or officer’s powers and performing the director’s or officer’s duties, shall (

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

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

c) comply with the articles and the bylaws.

(2) In considering whether a particular transaction or course of action is in the best interests of the credit union as a whole, a director or officer shall also have due regard to the interests of all customers who have deposits with it. 1989 cC-31.1 s73 Liability of directors 74(1) Where the board of a credit union passes a resolution authorizing (

a) the provision of any remuneration in contravention of

section 71 or the bylaws made under that section,

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b) the payment of an indemnity described in

section 79 in contravention of that section, (

c) an acquisition of common sh ares in contravention of

section 111, (

d) a payment of a dividend or patronage rebate contrary to

section 112(1), (

e) any illegal act with respect to the payment of compensation to a member, director or officer the effect of which is to reduce the aggregate or any part of its members’ equity, or (

f) any related party transactio n that contravenes this Act and involves any payment or the provision or distribution of property by the credit union, the directors who voted for or consented to the resolution are jointly and severally liable to restore to the credit union any amount so paid and the value of any property so provided or distributed and not otherwise recovered by the credit union, with interest at the rate prescribed by the Minister.

(2) A director who has satisfied a judgment rendered under this

section is entitled to contribution from all other directors who by virtue of subsection (1) are also liable.

(3) On an application by the credit union, by a director who is liable under subsection (1), by a member or by any person who was a customer or creditor of the credit union at the time of the action complained of, the Court may make an order, if it considers it equitable to do so, (

a) to compel a recipient to restore to the credit union any money or other property that was improperly paid, provided or distributed to the recipient in connection with any of the circumstances specified in subsection (1)(

a) to (f), (

b) to compel the credit union to return common shares to a person from whom it has improperly acquired them or to issue common shares to a person whose shares it has improperly redeemed and cancelled, or (

c) to make such other provision as it considers fit.

(4) A director is not liable under this

section if (

a) the director proves that the director did not know and cou ld not reasonably have known that the facts underlying the act

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Chapter C-32 CREDIT UNION ACT 65 authorized by the resolution were such as to occasion a contravention of the relevant law, (

b) the director relies in good faith on (

i) financial statements of the credit union represented by any of its officers qualified to make such a representation or in a written report of its auditor as reflecting fairly the financial condition of the credit union, or (ii) the written opinion or report of any of its professional advisors or officers qualified to give such an opinion or to make such a report, o r (

c) the director exercises the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(5) An action to enforce any liability imposed by this

section may not be commenced after 2 years from the date of the resolution authorizing the action complained of. RSA 2000 cC-32 s74;2008 c4 s2 Liability of directors for delegated share acquisitions 75(1) Where the board is authorized to and does delegate the power pursuant to

section 67 to authorize the acquisition of common shares under

section 111 and the delegate acquires common shares on the credit union’s behalf in contravention of that section, all the directors have the joint and several lia

Document details

Collection	Alberta — Consolidated Statutes
Citation	RSA 2000 cC-32
Type	statute
Volume / chapter	C32
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	1a8c2e1dac866ed2016605b01b660641d8dcf9d4

Source file is stored in the law ingest library (pdf).