Bill 15 (Legislature 14, Session 5)

L14 S5 1752

Alberta — Bills

No. 15 5th Session, 14th Legislature, Alberta 11 ElizaJbeth II BILL 15 A Bill to Incorporate Alberta Central Credit Union Limited MR. RUSTE Printed by L. S. WALL, Prtnte,r to the Queen's Most Excelent Majesty, Edmonton, Alberta, 1963

Preamble Incorpor ation Authorized capital RegIs.tered office Membership BILL

An Act to Incorporate Alberta Central Credit Union Limited (Assented to , 1968) WHEIREAS Alberta Central Credit Union Limited was duly incorporated under the provisions of The Credit Union Act, 1938 of Alberta (hereinafter referred to as "the Original Credit Union"). AND WHEREI.AS Alberta Central Gredit Union Limited has by its peti,tion prayed that it be enacted as hereinafter set forth, and it is expedient to grant the prayer of the said petition: THE.REFORE, Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Alberta enacts as follows: 1.

The shareholders of record at the close of business on the thirtieth day of Novemlber, 19-62, on the register of shareholders of the Original Credit Union, including all shareholders as of said date together with such credit unions, associations and companies as shall become there after shareholders in the company, are hereby reconstituted as a body corporate, with the name of the "ALberta Central Credit Union Limited" and with all the rights, powers, privileges, responsibilities and obligations herein set forth. 2.

The authorized capital of the company shall consist of ,common shares of an unlimited number, with a nominal or par value of one hundred dollars each. 3.

(1) The registered office of the company shall be situated in the City of Calgary in the Province of Alberta, or at such other place in the said Province as the company may determine.

(2) The directors may est3!blish branch offices at such other places as they may from time to time determine. 4.

(1) Holding of shares, in the company shall be re stri'cted to credit unions, associations and companies in corporated or registered by or under The Credit Union Act, The Co-operative Associations Act, or by or under general or special legislation of Canada and the holding of shares shall 'be subject to ,such terms and conditions as shall be de termined from time to time by by-law.

Assets Objects Objects and powers 2

(2) The board of directors m'ay refuse applications for shares from any credit union, association or company. 5. The company shaH tbe forthwith the owner of all the assets of the Original Credit Union and shall assume all the responsibilities and liabilities of the Original Credit Union. 6. The obj ects of the company shall be: (

a) to advance the credit union and co-operative move ments as systems of conducting business, having service for its motive towards serving the economic welfare of its shareholders and members of share holders and of the general public; (

b) to provide a source of credit and investment for its shareholders and to provide a source of credit for members of its shareholders and to provide a stable organization to assist the needs of its share holders; (

c) to associate itself with and to provide opportunity for mutual assistance among other credit union and co-operative organizations, societies and associa tions throughout the Province of ALberta and throughout Canada. 7. The further OIbj ect.s of the comp:any shall be and the company shall have power: (

a) to receive money on deposit from its shareholders upon such terms as to interest, security, time of payment and otherwise as may be agreed on; (

b) to receive money on deposit from the Government of Alberta, any department, bureau or agency of the said Government and any municipal corpora tion, !board, commission or Crown corporation established by or under

an Act of the Legislature; (

c) to loan money to its shareholders for the purpose of any business or undertaking which the shareholder is authorized to carryon, on such terms as to in terest, security, time of payment or otherwise as may be agreed on and such loans may be made alone or jointly with any other corporation eligible for membership in the company under the provisions of

section 4; (

d) to loan money to members of shareholders of the company at the request of a shareholder of the company, for the purpose of any lawful business or undertaking, on such terms as 00 interest, secur ity and time of repayment as shall be considered advisable by the board of directors and such loans may be made alone or jointly with any other member of a shareholder of the company;

3 (

e) to receive, invest and manage redempti'On funds flOr its shareholders on such terms, as may be agreed upon and to act generally as agent for the tran saction of business for its shareholders; (

f) to borro.w or raise or secure the payment 'Of money in such manner as the company thinks fit; (

g) to charge, hypothecate, mo.rtgage or pledge its real or persiQnal prOpHrty, inc'luding its unpaid caB's, to secure any liability for the repayment of moneys borrowed; (

h) to deposit moneys in chartered banks in Canada, Treasury Brancihes, in post office savings banks or with trust companies authorized to receive money on deposit or with any society or association incorporated under any credit union Act, or in or with any company, society or association incorpor ated by or under the provisions of any credit union or do-'o.perative ACit of any province of Canada, having objects wholly or in part similar to thos,e of the company; (

i) to invest in securities authoriz'ed by The Trustee Act; to invest in debentures, debenture stock, mort gages, securities or any negotiable or transferalble instruments either to bearer or otherwise, issued or made by any society or association inoorporated under any credit union Act; and to become a mem ber of and for such purpose to invest in shares of any society or asso.ciation incorporated under any cD-operative Act; and to invest moneys in any investnlents which life insurance companies are authorized by the laws of the Government of Canada or of the Government of Alberta to invest their funds; (

j) to take securities of such nature co.vering real or ,perso.nal property of any kind whatsoever as are deemed expedient to secure the repaym'ent Df any mDneys loaned by or o.wing to. the c'Ompany; (

k) to sell, pledge, hypo.thecate or mortgage any mort gage or other security or any other real or personal property held by the company from time to time, ,and to make and execute all requisite conveyances, assignments, transfers and assurances in respect thereof; (

l) to. borrow or raise or secure money upon such terms and in such manner as the company may think fit; and in particular by the issue of bonds, dabentures, debenture stock o.r other securities either conferring no charge or conferring a fixed charge or a floating charge or both, by way of a trust deed or otherwise, upon all or any of the company's property both present and future in cluding its uncalled capital,and to sen or pl~dge such bonds, debentures, debenture stock or other

4 securities for such sums and at such prices as may be deemed expedient and to. purchase, redeem or payoff the same, and generally to mo.rtgage, charge, hypothecate or pledge all or any of the company's prope,rty, both pres.ent and future; (

m) to draw, make, aecept, endorse, execute and issue promissory no.tes, bins of exchange, bills of lading, warrants, documents of title and other negotiable or transferahle instruments; (

n) to provide for the government and control of the company and for the administration of the com pany's affairs as follows: (

i) the shareholders shall appoint delegates in ac cordance with manner prescribed by by-law, to represent them at any and all mee'tings of the company including the annual meeting of the company; (ii) delegates so appointed may exercise fully and completely in every way the powers of the shareholders whom they represent; (iii) delegates so appointed shall at the annual meeting of the company in each year elect directo.rs in the manner prescribed by by-law and the said directors so eleeted shall consti tute the board o.f directors of the company and for the period o.f their office as directors shall manage, control and administer the business of the company subject to such policies as may be determined by the shareholders from time to '1jime through thei.r appointed delegates; (0) to provide by by-law that a meeting of the share holders of the company shaH mean a meeting of fue delegates of the shareholders of the company for all purposes; (

p) to provide by by-law for the election and powers of directors; (

q) to remunerate and pay the expenses of directo.rs or shareholders in co.nnection with the business of the company; (

r) to buy from the holder or holders thereof and to payoff for the purpose of redemption or cancel lation any or all of the shares of the company, but subject to the following conditions: (

i) no share shall be bought or paid off when the company is insolvent; (ii) the aggregate of amounts paid for shares and amounts expended in paying off shares shall not in any year exceed ten per cent of the paid-Up capital of the co.mpany as at the im mediately preceding firslt day of January plus the amount of capital paid up since that day; (iii) no share shall be bought o.r paid off if thereby the number o.f shareholders of the company

Ancillary powers Apportion ment of net earnings 5 would be reduced to less than one hundred or the amount of the paid-up capital of the com pany would be reduced to less than one million, five hundred thousand dQllars; (

s) to pay the expenses of and incidental to the forma tion and incorporation of the company or to enter into contracts with any person, firm, association or company to pay the same; (

t) to become a member of any federation formed in pursuance of the provisions of any credit union Act; (

u) to form any subsidiary or other company calcu lated dire'ctly or indirectly to benef:it the company and to contribute to the funds or capital 'Of or ac quire or hold shares in any such subs'idiary or other company so form,ed and to subscribe for, purchase, hold, acquire or dispose 'Of bonds, debentures or securities thereof; (

v) to purchase, take on lease or in exchange, hire or otherwise acquire and hold any real or personal property which the CQmpany may deem necessary 'Or convenient for the purpQse 'Of its business ·and to' sell, mortgage, lease 'Or 'Otherwise dispose 'Of such prQperty; (

w) to' act as agent, brQker, factor Dr attorney for 'Others engaged in the same 'Or any other similar business; (

x) to do aU 'Or any of the above things as principals, agents, cQntractQrs, trustees or 'Otherwise and either 'alone or in cQnjunctiQn with 'Others; (

y) to' dO' all such other things as are incidental Dr ,conducive to the attainment of the 'Obje'cts and the exercise 'Of the powers 'Of the c'Ompany. 8. As ancillary and incidental to the objelClts of the com pany as set fQrth in sections 5 and 6 and subject to the provisiDns of this Act, the cDmpany shall have and m,ay exercise any or all 'Of the PQwers set fQrth in sectiQn 19 'Of The Companies Act. 9. The directors, after paying expenses and making prDper allQwance for depreciation, shall apportion the net earnings 'Of the yearly business of the company as follows: (

a) by setting alside not less than ten per cent of the net earnings fQr a reserve fund and sO' from ye'ar to year until the reserve fund is equal to at least twenty-five per cent of the paid-up capital 'Of the c'Ompany, which shall be held as a reserve against bad IQans 'Or loss'es and shall nQt be used for any other purpose except on liquidaItion; provided that the directors may establish such other res'erve funds as they may deem necessary or advisable;

Payment for shares Company's lien to secure debts Restrictions on loans Note banking Security By-laws Liability limited 6 (

b) by paying interest Gn the paid~up capHal at such rate as may be prescribed frGm time to' time by by-law; (

c) such fUI'Ither portiGn of the net earning's in any year as the CGmpany may distribute in a'ccordance with its by-laws shall be distributed amGng the sharehGlders Gf the CGmpany in propGrtiGn to' the interest earned by the company from such share hGlders during such years. 10. The shares of the company may be payable by in stalments at such times and in such manner as may be determined by by-law. 11.

The company shall have a lien Gn the sfhares held by its shareholders, interest payable thereGn, if any, allo cated earnings of sharehGlders, deposits Gf sharehGlders with the company and interest payable Gn such deposits, if any, f'Or debts due from them to' the company and may apply any sum ,credited toa sharehGlder in Gr towards payment of such debts. 12. The company shall make LGans only to' its sharehGlders Gr members Gf shareholders Gf the cO'mpany. 13.

N O'thing in this Act shall be construed to' authO'rize the company to' issue any nGte payable to bearer O'r any promissory note intended to' be circulated as mGney Gr as the note of a bank. 14. Every perSGn appointed to' any O'ffice tGuching the receipt, management Gr expenditure Gf mGney fGr the pur pGs:e O'f the ,company, shall, befGre entering upGn the duties of his office and while holding Gffice, give such security as is deemed sufficient by the directGrs, which security may be varied in amGunt Gr renewed from time to' time. 15.

The CGmpany may, at any annual meeting Gr at any special general meeting Icalled fGr the purpose, ena'CIt aU ne'c essary by-laws not cGntrary to' law Gr to' the prGvisions of this Act as may be deemed necessary Gr advisable, and such by-laws may be added to', amended Gr repealed and other substituted therefGr at any meeting Gf the delegates Gf the sharehGlders, subj ect to' the prGvisions thereof; prGvided that any enactment, amendment, rep'eal Gr SUbstitution shall be made by a majority 'Of not less than tWG-thirds of the delegates present at such meeting, whO' being entitled so to' dO', vO'te thereGn; prGvided that written nGtice as s!hall be prescribed by by-law, Gf the propos:ed enactment, repeal Gr substitution must be forwavded to' each share h'Older with the notice Gf the meeting at which such enact ment, amendment, repeal or substitutiGn is to' be cGnsid'ered. 16.

The liability Gf the sharehGlders is limited.

Securities Act no.t to. apply

Part X Qf The Com panies Act to. apply respecting dissQlution or winding up Appointment of auditors InspectiQn Filing of by-laws Fees 7 17. The Securities Act, 1955, shall not apply to the shares of the company. 18. 'The company shall be subject to the provisions of

Part X of The Cmnpanies Act in respect of dissolution or winding up of the company. 19.

(1) The company shall at each annual meeting ap point an auditor or auditors to hold office until the next annual general meeting.

(2) The appointment of any auditor or auditors shaH he effective 'Only upon the approval of the Supervisor of Credit Unions.

(3) If an appointment of auditor or auditors is not made at an annual general meeting, the Supervisor of Credit Uni'Ons, may, on the application of a shareholder of the company, appoint an auditor or auditors of the company for the current year and fix the remuneration to be paid him or them by the company for such services. 20.

(1) The affairs of the company shall be examined by or under the direction of the Supervisor of Credit Un'ions, from time to time as he may require; and the comp1any shan produce all books, documents and other papevs required by the person conducting the examination.

(2) If on examination the supervis'Or is not satisfied with the conduct of the affairs of the company, he shall have P'Ower to call a specia,l general meeting of the share holders and place before them the result of his examination. 21. The company shall file cop,ies of all by~laws with the Supervis'Or of Gred-i,t Unions, and shall file with the Supervisor alI such returns and furnish such information as may be required by the Supervisor. 22.

The company shall forthwith pay a registration fee in the sum of ten doHars to the Registrar of J'Oint Stock Companies and thenceforth all by-laws, amendment,s, re turns and any other documents reqU'ired to be filed, s'baH be filed in the first instance wi,th the Supervisor of Gredit Unions and shall be accompanied by a deposit of the fee's payable to the Registrar of Joint Stock Companies as foHows: Table of Fees to be Paid to the Registrar of Joint Stock Companies Under this Act Application for registration 'and filing original by-laws ..................... $10.00 Each search ...................................................... .25 Every cancellation of registry ...................... 2.50 FHing amended by-laws or rules .................... 1.00

Dissolution of Original Credit Union

Short title 8 23. The Original Cred'i,t Union incorporated as Alberta Central Credit Union Limited under The Credit Union Act is. hereby drssolved. 24. This Act may be cited as "The Alberta Central Credit Union Limited Act".

No. 15 FIFTH SESSION FOURTEENTH LEGISLATURE 11 ELIZABETH II 1963 BILL

An Act to Incorporate Alberta Central Credit Union Limited Received and read the First time ......................................... . Second time .............. . Third Time MR. RUSTE Title: 1963 (14th, 5th) Bill 15,

An Act to Incorporate Alberta Central Credit Union Limited

Document details

Collection	Alberta — Bills
Citation	L14 S5 1752
Type	bill
Volume / chapter	L14 S5 1752
Language	en
Format	json
Source	PROVINCIAL
Identifier	b15eb8aebbd36df45b1e47c63fcf4bfaea01fb8d

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