Canadian Payments Association By-law No. 1 — General

Link to law: http://laws-lois.justice.gc.ca/eng/regulations/SOR-2003-174/FullText.html

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Canadian Payments Association By-law No. 1 — General

SOR/2003-174CANADIAN PAYMENTS ACT
Registration 2003-05-15
Canadian Payments Association By-law No. 1 — General
P.C. 2003-687  2003-05-15The Board of Directors of the Canadian Payments Association, pursuant to subsection 18(1)Footnote a of the Canadian Payments ActFootnote b, hereby makes the annexed Canadian Payments Association By-law No. 1 — General.

Return to footnote aS.C. 2001, c. 9, s. 233
Return to footnote bS.C. 2001, c. 9, s. 218

Ottawa, November 28, 2002
Her Excellency the Governor General in Council, on the recommendation of the Minister of Finance, pursuant to subsection 18(2) of the Canadian Payments ActFootnote b, hereby approves the annexed Canadian Payments Association By-law No. 1 — General made by the Board of Directors of the Canadian Payments Association.Interpretation

Marginal note:Definitions

1 The following definitions apply in this By-law.

Act
Loi

Act means the Canadian Payments Act. (Loi)
Advisory Council
Advisory Council[Repealed, SOR/2015-185, s. 2]
bank
bank[Repealed, SOR/2015-185, s. 2]
employee
employee[Repealed, SOR/2015-185, s. 2]

payments system
système de paiements

payments system means a system or arrangement for the exchange of messages effecting, ordering, enabling or facilitating the making of payments, or of transfers of value that are eventually cleared and settled as payment items, through the systems operated by the Association. (système de paiements)

Regulations
règlements

Regulations means the regulations made under section 35 of the Act. (règlements)
secretary
secretary[Repealed, SOR/2015-185, s. 2]

service provider
fournisseur de services

service provider means a person or an entity that supports the operation, maintenance and development or enhancement of payments systems that directly or indirectly interface with the national clearing and settlement systems. (fournisseur de services)

stakeholder
intervenant

stakeholder means a person or an entity that is a payment system user or a payment service provider, or that represents the interests of a group of payment system users or payment service providers, but that is not a member of or eligible for membership in the Association. (intervenant)

Stakeholder Advisory Council
comité consultatif des intervenants

Stakeholder Advisory Council means the Stakeholder Advisory Council established by section 21.2 of the Act. (comité consultatif des intervenants)

user
usager

user means a person or an entity that is a user of payments systems but is not a member. (usager)

SOR/2010-43, s. 18;
SOR/2015-185, s. 2.

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General

2 [Repealed, SOR/2015-185, s. 3]
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31 [Repealed, SOR/2015-185, s. 3]
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32 [Repealed, SOR/2015-185, s. 3]
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33 [Repealed, SOR/2015-185, s. 3]
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34 [Repealed, SOR/2015-185, s. 3]
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35 [Repealed, SOR/2015-185, s. 3]
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Stakeholder Advisory Council

[SOR/2015-185, s. 4]

Marginal note:Composition of Stakeholder Advisory Council

36 The members of the Stakeholder Advisory Council referred to in subsection 21.2(4) of the Act shall be appointed in accordance with the following criteria:

(a) a minimum of 12 members shall be representatives of users of payments systems, including at least two members representing consumers, at least one member representing the retail sector, at least two members representing the federal and provincial governments and at least one member representing the treasury — cash management sector generally; and
(b) a minimum of one member shall be a representative of service providers.

SOR/2015-185, s. 18.
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Marginal note:Eligibility — stakeholder members

37 (1) The members of the Stakeholder Advisory Council referred to in subsection 21.2(4) of the Act shall represent the interests of a particular stakeholder that currently participates in or supports a Canadian payments system.

Marginal note:Eligibility condition

(2) Those members shall not be officers, employees or directors of a member of the Association or of an institution eligible for membership in the Association.

SOR/2015-185, s. 18.
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Marginal note:Term — Stakeholder Advisory Council members

38 The members of the Stakeholder Advisory Council that are referred to in subsection 21.2(4) of the Act may be re-appointed for any number of additional terms.
SOR/2015-185, s. 5.
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Marginal note:Term — other members

39 A member of the Stakeholder Advisory Council referred to in subsection 21.2(3) of the Act is a member for the duration of his or her term as a director of the Association.
SOR/2015-185, s. 18.
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40 [Repealed, SOR/2015-185, s. 6]
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41 [Repealed, SOR/2015-185, s. 6]
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42 [Repealed, SOR/2015-185, s. 6]
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Marginal note:Primary criteria for appointment

43 The Board, in consultation with the Minister of Finance, shall evaluate each nomination for membership on the Stakeholder Advisory Council on the basis of the membership requirements and shall

(a) take into consideration whether the stakeholder whose interests would be represented by the nominee has other established consultative processes for directly articulating that stakeholder’s opinions and perspectives to the Association or to any of its working groups or committees;
(b) give preference to nominees who represent stakeholders whose interests are national in scope;
(c) with respect to nominees who are representatives of users of payments systems, give preference to those nominees who represent associations, groups, organizations or other entities that represent the interests of a broad constituency or, in the absence of such associations, groups, organizations or other entities, to nominees who represent the interests of a prominent firm within their industry; and
(d) with respect to nominees who are representatives of service providers, give preference to nominees who represent associations, groups, organizations or other entities that represent the common interests of the majority of participants in a particular industry or, in the absence of such associations, groups, organizations or other entities, to nominees who represent the interests of a prominent firm within their industry.

SOR/2015-185, s. 7.
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Marginal note:Secondary criteria for appointment

44 If, after evaluating each nomination on the basis of the criteria set out in section 43, the number of qualified nominees exceeds the number of vacancies on the Stakeholder Advisory Council, the Board may take into consideration

(a) whether the stakeholder whose interests would be represented by the nominee is already adequately represented on the Stakeholder Advisory Council;
(b) the business of the stakeholder whose interests would be represented by the nominee and its degree of reliance on the payments system;
(c) the level of research and development with regard to payments systems undertaken by the stakeholder whose interests would be represented by the nominee; and
(d) the nominee’s affiliations or experience with international payments systems organizations.

SOR/2015-185, s. 18.
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45 [Repealed, SOR/2015-185, s. 8]
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Marginal note:Removal of Stakeholder Advisory Council members

46 On the recommendation of the Stakeholder Advisory Council, the Board may, in consultation with the Minister of Finance, remove an Stakeholder Advisory Council member referred to in subsection 21.2(4) of the Act from office if

(a) the member has been absent without just cause from three consecutive meetings of the Stakeholder Advisory Council;
(b) the stakeholder whose interests the member represents ceases to exist or is no longer a stakeholder as defined in this By-law; or
(c) the member no longer meets the membership criteria for the Stakeholder Advisory Council as set out in the Act or in this By-law.

SOR/2015-185, s. 18.
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Marginal note:Vacancies

47 An Stakeholder Advisory Council member ceases to be a member when

(a) the member’s term expires;
(b) the member dies;
(c) the member is removed from office under section 46;
(d) the member ceases to be a director of the Association, in the case of a member referred to in subsection 21.2(3) of the Act; or

(e) the member resigns, in which case the resignation is effective on the later of

(i) the day on which the resignation is given to the Board, and
(ii) the day specified in the resignation.

SOR/2015-185, s. 18.
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Marginal note:Effect of vacancy

48 (1) If a vacancy of a member referred to in subsection 21.2(4) of the Act occurs under paragraph 46(a) or (c) or 47(b) or (e) three months or more before the expiry of the member’s term, the stakeholder whose interests that member represents shall nominate a substitute representative for the remainder of the term. If less than three months of the term remains, the vacancy shall not be filled.

Marginal note:Effect of vacancy

(2) If a vacancy occurs under paragraph 46(b) one year or more before the expiry of the member’s term, the Board shall appoint a substitute Stakeholder Advisory Council member for the remainder of the term. If less than one year of the term remains, the vacancy shall not be filled.

Marginal note:Effect of vacancy

(3) If, under paragraph 47(b), (d) or (e), a vacancy of a member who is a director referred to in subsection 21.2(3) of the Act occurs three months or more before the expiry of the director’s term, the Board shall replace the member with another director of the Association for the remainder of the original director’s term.

SOR/2015-185, s. 9(E).
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49 [Repealed, SOR/2015-185, s. 10]
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71 [Repealed, SOR/2015-185, s. 10]
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72 [Repealed, SOR/2015-185, s. 10]
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Marginal note:Banks and authorized foreign banks

73 (1) The Association shall register every bank and every authorized foreign bank as a member.

Marginal note:Requirements of statements

(2) Each bank, on its coming into existence, and each authorized foreign bank, on the effective date of the order permitting it to establish a branch in Canada under subsection 524(1) of the Bank Act, shall give the Association a statement setting out

(a) its name and the date on which and method by which it came into existence;
(b) the date on which it intends to commence operation;
(c) the address of the applicant’s head office or another address — including an electronic mail address — designated by it as its address for the delivery of notices;
(d) the name and address of its president or chief executive officer;
(e) the names and addresses of its directors and senior officers;
(f) certified copies of its Act of incorporation or letters patent and its by-laws;
(g) copies of its audited financial statements for the last five fiscal years, or for all of its fiscal years if it has existed for less than five years;
(h) its authorization for the Association to contact and to receive information about it from the Office of the Superintendent of Financial Institutions and, in the case of an authorized foreign bank, from the regulatory authority in the foreign country in which it was incorporated or formed; and
(i) its agreement to provide any other information about itself that may be required by the Association in connection with the objects, purposes, business or affairs of the Association.

SOR/2015-185, s. 11.
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74 (1) and (2) [Repealed, SOR/2010-43, s. 36]

Marginal note:Effect of membership

(3) Every member is liable to pay membership dues in accordance with Canadian Payments Association – By-Law No. 2 – Finance.

SOR/2010-43, s. 36;
SOR/2015-185, s. 12.

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Marginal note:Other members

75 Every application for membership submitted to the Association under paragraph 4(1)(d) of the Act shall include

(a) the name of the applicant and the date on which and method by which it came into existence;
(b) the address of the applicant’s head office or another address — including an electronic mail address — designated by it as its address for the delivery of notices;
(c) the name and address of the applicant’s president or chief executive officer;
(d) the names and addresses of the applicant’s directors and senior officers;
(e) a certified copy of the resolution of the applicant’s board of directors or executive committee authorizing the application;
(f) copies of the applicant’s audited financial statements for the last five fiscal years, or for all of its fiscal years if the applicant has existed for less than five years;
(g) certified copies of the applicant’s charter, letters patent or articles of incorporation and its by-laws; and
(h) the applicant’s agreement to provide any other information about itself that may be required by the Association in connection with the objects, purposes, business or affairs of the Association.

SOR/2015-185, s. 13.
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Marginal note:Additional information

76 In addition to the information required to be provided to the Association under section 75, the application for membership shall include

(a) if the applicant is subject to a regulatory authority, the name of the regulatory authority and the applicant’s authorization for the Association to contact and receive information from that regulatory authority;
(b) if the applicant is a securities dealer, evidence of its membership in one of the organizations set out in section 2 of the Canadian Payments Association Membership Requirements Regulations and evidence of registration as a securities dealer under provincial laws;
(c) if the applicant is a qualified corporation, on behalf of its money market mutual fund, a copy of the most current final version of its prospectus, a copy of the prospectus receipt from a securities commission, a copy of its most recently published list of investments and a legal opinion certifying that the applicant meets all of the membership requirements set out in the Act, the Regulations and the by-laws;
(d) if the applicant is a trustee of a qualified trust, a certified copy of its trust agreement, a copy of the most current final version of its prospectus, a copy of the prospectus receipt from a securities commission, a copy of its most recently published list of investments and a legal opinion certifying that the applicant meets all of the membership requirements set out in the Act, the Regulations and the by-laws;
(e) if the applicant is a central, a trust company or a loan company, a statement from the applicant setting out that it accepts deposits transferable by order and, if applicable, its confirmation of a clearing arrangement; and
(f) if the applicant is a person that accepts deposits transferable by order, a statement from the applicant setting out that it accepts deposits transferable by order, evidence that the deposits made with the applicant are insured or guaranteed under a federal or provincial statute and, if applicable, its confirmation of a clearing arrangement.

SOR/2015-185, s. 14.
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77 (1) [Repealed, SOR/2010-43, s. 37]

Marginal note:Effect of membership

(2) An applicant is liable to pay membership dues on the day on which it becomes a member.

SOR/2010-43, s. 37;
SOR/2015-185, s. 15.

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Marginal note:Notification of change in circumstances

78 Every member shall notify the Association without delay of any change in circumstances that would affect the member’s entitlement to membership.

Meetings of Members

79 [Repealed, SOR/2015-185, s. 16]
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103 [Repealed, SOR/2015-185, s. 16]
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Suspension of Rights of Members

Marginal note:Suspension

104 (1) Despite Canadian Payments Association By-law No. 6 — Compliance, the Board may suspend one or more of the rights of a member if

(a) the member has failed on more than one occasion to comply with the Act, by-laws or rules; or
(b) a liquidator, trustee in bankruptcy, receiver or receiver-manager is appointed by any authorized person or a court of competent jurisdiction to take possession of all or any part of the assets or undertakings of the member, or if a member proposes any arrangement or composition with its creditors, invokes any statute in that regard or commits any act of bankruptcy.

Marginal note:Notice to member — suspension

(2) The Board shall, as soon as practicable, notify the member in writing of the suspension of the member’s rights and the reasons for the suspension and, if the Board considers it necessary, shall notify at the same time the other members in writing of the suspension.

Marginal note:Review

(3) If the Board receives, within five days after the member receives the notice, a request from the member to review the decision, the Board shall review its decision and provide the member with an opportunity to make representations.

Marginal note:Notice to member — review

(4) The Board shall, as soon as practicable after the review, notify the member in writing of its decision, including reasons and shall notify the other members at the same time in writing of the decision if

(a) the members were previously notified of the suspension under subsection (2) and the suspension was terminated; or
(b) the members were not previously notified of the suspension under subsection (2) and the suspension was confirmed.

Marginal note:Notice to other members

(5) The Board shall notify the other members in writing of the suspension if no request for a review is received within the time period specified in subsection (3) and the Board did not previously notify the other members under subsection (2).

Marginal note:Survival of obligations to pay

(6) Despite the suspension of a member’s rights, the member continues to be liable to pay fees and membership dues.

SOR/2010-43, s. 49.
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Marginal note:Application of By-law No. 6

105 The suspension of a member’s rights under section 104 does not affect the operation of Canadian Payments Association By-law No. 6 — Compliance in respect of the member.
SOR/2003-347, s. 30.

Marginal note:Reinstatement

106 The Board shall reinstate the rights of a member that have been suspended under section 104 if the member applies for reinstatement and the reasons for the suspension no longer exist.

Notice

107 [Repealed, SOR/2015-185, s. 17]
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108 [Repealed, SOR/2015-185, s. 17]
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109 [Repealed, SOR/2015-185, s. 17]
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110 [Repealed, SOR/2015-185, s. 17]
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111 [Repealed, SOR/2015-185, s. 17]
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Coming into Force

Marginal note:Coming into force

112 This By-law comes into force on the day on which it is registered.