Canadian Payments Association By-law No. 9 — Lynx

Canadian Payments Association By-law No. 9 — Lynx The Board of Directors of the Canadian Payments Association, pursuant to subsection 18(1)a of the Canadian Payments Actb, makes the annexed Canadian Payments Association By-law No. 9 — Lynx. Ottawa, April 9, 2021 The Minister of Finance, pursuant to subsection 18(2)c of the Canadian Payments Actb, approves the annexed Canadian Payments Association By-law No. 9 — Lynx made by the Board of Directors of the Canadian Payments Association. Ottawa, August 5, 2021 S.C. 2014, c. 39, ss. 342(1) to (4) R.S., c. C-21; S.C. 2001, c. 9, s. 218 S.C. 2014, c. 39, s. 342(5) Definitions The following definitions apply in this By-law. Act means the Canadian Payments Act. (Loi) Bank means the Bank of Canada. (Banque) business day has the same meaning as in the Rules. (jour ouvrable) collateral means a form of collateral that is identified by the Bank in written communications with members as an acceptable form of security for funds loaned or advanced to the member by the Bank. (garantie) conditional release mechanism means a mechanism in Lynx in which settlement instructions are temporarily held before being sent to a settlement mechanism or being rejected. (mécanisme de déblocage conditionnel) entry means, in respect of an entry to a Lynx account or an intraday loan account, an entry on the books of the Bank. (écriture) finalization window means the final window of the payments processing cycle. (période de clôture) financial message service provider means a person who, or an entity that, provides an electronic message service that allows members to exchange financial information, but does not include the Association or a member. (fournisseur de service de messagerie financière) intraday loan means a loan made by the Bank to a participant in accordance with subsection 22(1). (prêt intrajournalier) intraday loan account means an account on the books of the Bank that a participant has in Lynx and to which the Association makes entries respecting the making and repayment of the participant’s intraday loan. (compte de prêt intrajournalier) Lynx means the electronic funds transfer system that is owned and operated by the Association. (Lynx) Lynx account means an account on the books of the Bank that a participant has in Lynx and to which the Association makes entries respecting the settlement of Lynx payment obligations and transfers of funds to and from the account. (compte Lynx) Lynx operating schedule means the schedule for Lynx operations that is set out in the Rules. (horaire d’exploitation de Lynx) Lynx payment obligation means the obligation of a sending participant to pay a fixed amount to a receiving participant through Lynx. (obligation de paiement de Lynx) overnight advance means a loan that has a term of one business day, is on the books of the Bank and is made by the Bank to a participant for the purpose of enabling the participant to repay its intraday loan. (avance à un jour) participant means a member who is approved to participate in Lynx in accordance with this By-law. (participant) payee means the person, including a receiving participant, to whom the amount specified in a payment message is to be paid or credited, whether or not that person is the ultimate beneficiary of the amount. (bénéficiaire) payment confirmation reference number means the alpha-numeric confirmation number that is generated by Lynx to identify a Lynx payment obligation that has been settled through Lynx. (numéro de confirmation du paiement) payment message means an electronic message that contains settlement instructions and the information necessary for the receiving participant to make the amount of the payment finally and irrevocably available to the payee. (message de paiement) payments processing cycle means the portion of the Lynx operating schedule during which Lynx payment obligations may be settled through Lynx, including the finalization window. (cycle de traitement des paiements) pledge means a grant to the Bank of security in collateral for funds loaned or advanced by the Bank, and it includes the grant of security in which the Bank does not take possession of the collateral. (nantissement) real-time settlement mechanism means the settlement mechanism that is used to make and repay intraday loans and make overnight advances. (mécanisme de règlement en temps réel) receiving participant means a participant who receives a payment message from another participant. (participant destinataire) reserved collateral mechanism means the settlement mechanism that is used only to settle Lynx payment obligations that are between the Bank and a participant and for which the payee is CDS Clearing and Depository Services Inc., a corporation incorporated under the Canada Business Corporations Act. (mécanisme de garantie réservée) Rules means the rules made by the Board respecting Lynx. (règles) sending participant means a participant who sends a payment message to another participant. (participant expéditeur) settlement instructions means information contained in a payment message that sets out a Lynx payment obligation and the details necessary for it to be settled through Lynx. (instructions de règlement) settlement mechanism means a mechanism in Lynx that is used to settle Lynx payment obligations. (mécanisme de règlement) Application This By-law applies to the clearing and settlement of payment messages and their associated Lynx payment obligations through Lynx. Scope Each participant must comply with the provisions of this By-law and the Rules. Limitation — rights, liabilities, duties and obligations Except as otherwise expressly provided in this By-law or the Rules, nothing in this By-law or the Rules affects the rights and liabilities of a person at law; or imposes, or deems to impose, on a participant or the Association a duty, liability or obligation toward another person. Association responsible for Lynx The Association must manage, operate and maintain Lynx and ensure that Lynx is capable of performing all activities and functions required by this By-law and the Rules. Association responsible for contractors If the Association enters into a contract with another person for the maintenance of Lynx or for performance of an activity or function required by this By-law or the Rules, the Association remains responsible for ensuring that Lynx is capable of performing all activities and functions required by this By-law and the Rules. Association and Bank Neither the Association nor the Bank, including their respective directors, officers and employees, is liable for any loss or damage suffered by a member as a result of anything done or omitted to be done in good faith in the administration or discharge of any powers or duties that are intended or authorized to be executed or performed under this By-law or the Rules. Access provided The Association or a participant, regardless of whether the participant is subject to a suspension under any of sections 8 to 10, may, in accordance with the Rules, access information in Lynx relating to the operation of Lynx. Interpretation — participant In sections 8 to 13, a reference to a participant does not include a reference to the Bank. A member may, in the form and manner set out in the Rules, make an application to the President to be a participant. Approval criteria The President must approve the application if the member demonstrates that it has met the technical and testing requirements set out in the by-laws and the Rules; paid the applicable fees set out in the by-laws and the Rules; and in the case of an application by a member other than the Bank, established one Lynx account per settlement mechanism and one intraday loan account, and entered into agreements with the Bank in respect of those accounts, the provision of intraday loans and overnight advances and the pledging of collateral to secure those loans and advances. Suspension — access to accounts The President must suspend a participant’s permission to participate in Lynx if the Bank notifies the President that the participant no longer has access to its Lynx accounts or intraday loan account. Suspension — other The President may suspend a participant’s permission to participate in Lynx if the participant no longer meets the technical or testing requirements set out in a by-law or the Rules; or the participant fails to pay an applicable fee set out in a by-law or the Rules. Prior notice to Bank Before making a suspension, the President must provide the Bank with notice of the intention to make the suspension. Suspension — exceptional circumstances If an agent of Her Majesty in right of Canada, an agent or mandatary of Her Majesty in right of a province, a regulator or a supervisory body takes control of a participant or any of its assets or makes a declaration that a participant is considered to be no longer viable or that a participant is unable to meet its liabilities as they become due, the President may, after being advised of such an action having been taken or such a declaration having been made and with the concurrence of the Minister and the Governor of the Bank, suspend the participant’s permission to participate in Lynx if its further participation could adversely affect the efficiency, safety or soundness of Lynx. Reinstatement The President may reinstate the participant’s permission to participate in Lynx if, with the concurrence of the Minister and the Governor of the Bank, the President determines that the participant’s further participation in Lynx will not adversely affect the efficiency, safety or soundness of Lynx. Notice to participants After making a suspension under this By-law, the President must without delay, notify the participant that its permission to participate in Lynx is suspended; and as soon as feasible, notify all other participants of the suspension. Revocation by Board The Board may revoke a member’s approval to be a participant in Lynx if the participant no longer has access to its Lynx accounts or intraday loan account; or no longer meets the technical or testing requirements set out in a by-law or the Rules. Before making a revocation, the Board must provide the Bank with notice of the intention to make the revocation. Notice by President After the Board makes a revocation, the President must without delay, notify the member of the revocation; and as soon as feasible, notify all participants of the revocation. A participant who has had its permission to participate in Lynx suspended under section 8 or 9 or a member who has had its approval to be a participant in Lynx revoked under section 12 may, in the form and manner set out in the Rules, make an application to the President to have that permission or approval reinstated. The President must reinstate the permission or approval if the application demonstrates that the circumstances giving rise to the suspension or revocation no longer exist. Notice of withdrawal A participant may cease to be a participant in Lynx by providing a notice of withdrawal to the President in the form and manner set out in the Rules. Operate accounts The Association must operate the following accounts in Lynx on behalf of the Bank: for each participant, one Lynx account per settlement mechanism; and for each participant other than the Bank, one intraday loan account. Operate every business day Lynx must operate every business day and in accordance with the Lynx operating schedule. Lynx access All participants whose permission to participate in Lynx is not suspended must be provided with access to Lynx every business day, including access to all settlement mechanisms. Connecting to Lynx required All participants whose permission to participate in Lynx is not suspended must connect to Lynx every business day unless technical difficulties prevent them from connecting. Pledge and assessment Each participant other than the Bank must pledge collateral and the Bank must, before the beginning of the payments processing cycle every business day, assess the value of that collateral. Allocation Before the beginning of the payments processing cycle every business day, each participant other than the Bank must allocate all or part of the assessed value of its pledged collateral as security for its intraday loan. Change to allocation A participant may change the allocation of collateral any time before the beginning of the finalization window. However, the assessed value of the allocated collateral must not be less than the outstanding amount of the participant’s intraday loan at the time the change is made. Limit on reassessment During the period beginning when the credit limit established for a participant under paragraph 19(1)(a) is provided to the Association and ending when the payments processing cycle ends, the Bank must not reassess the value of the collateral allocated by the participant. Credit limit established Before the beginning of the payments processing cycle every business day, the Bank must for each participant referred to in subsection 18(2), establish a credit limit that is equal to the assessed value of the collateral allocated by the participant; and provide the credit limit to the Association. New credit limit If a participant changes its allocation in accordance with subsection 18(3), the Bank must establish a new credit limit for that participant in accordance with paragraph (1)(a) and provide it to the Association. Minimum amount of funds Before the beginning of the payments processing cycle on a business day, the Association may, in accordance with the Rules, set the minimum amount of funds that a participant other than the Bank must apportion to a settlement mechanism under subsection 21(1). Apportion funds For the purpose of funding the settlement of Lynx payment obligations in a settlement mechanism, a participant other than the Bank may — within the period before the finalization window set out in the Rules and in accordance with the procedures set out in the Rules — apportion an amount of funds from its credit limit to its Lynx account for that settlement mechanism. Minimum However, if the Association establishes a minimum amount of funds to be apportioned to a settlement mechanism, the participant must apportion an amount of funds from its credit limit to its Lynx account for that mechanism that is no less than the minimum established. Bank makes intraday loan Every business day, the Bank must make an intraday loan to each participant that is equal to the total amount of funds apportioned to all settlement mechanisms by the participant under subsection 21(1). Instructions to repay intraday loan A participant may, within the period before the finalization window set out in the Rules, instruct the Association to repay all or part of its intraday loan by transferring funds from any of its Lynx accounts to its intraday loan account. Outstanding amount of intraday loan For greater certainty, the outstanding amount of a participant’s intraday loan is, at any given time in the payments processing cycle, equal to the amount of the intraday loan made under subsection (1) less the amount of any repayments made in accordance with repayments instructed under subsection (2). Transfers and entries The Association must transfer the amount apportioned to a settlement mechanism by a participant under subsection 21(1) to the Lynx account for that settlement mechanism; subject to subsection 24(3), make the transfers from the participant’s Lynx account to its intraday loan account to reflect any repayment instructed under subsection (2); and make the corresponding entries to those accounts in accordance with the procedures set out the Rules. Participant’s instructions A participant may, within the period before the finalization window set out in the Rules, instruct the Association to transfer funds between any of its Lynx accounts — other than its account for the reserved collateral mechanism — if the transfer will not result in a negative balance in any of those accounts. Subject to subsection 24(3), the Association must make the transfer as instructed; and make the corresponding entries to those Lynx accounts in accordance with the procedures set out in the Rules. Direction by Bank to repay If directed by the Bank, the Association must make the partial repayment of a participant’s intraday loan before the finalization window begins by transferring the funds in the participant’s Lynx account for the reserved collateral mechanism to its intraday loan account; and make the corresponding entries to those accounts in accordance with the procedures set out in the Rules. Condition The Bank must not make a direction other than for a reason specified in the Rules. Instruction to repay or transfer If a direction is made under subsection (1), any repayment or transfer instructed by the participant under subsection 22(2) or 23(1) may be effected by the Association only after the partial repayment of the intraday loan has been made. Liquidity available At any time, the total amount of liquidity available to a participant to settle Lynx payment obligations is equal to the amount calculated in accordance with the following formula: is the total amount of liquidity available to a participant to settle Lynx payment obligations; is the participant’s credit limit; is the total amount of the payments received by the participant from the settlement of Lynx payment obligations in all settlement mechanisms; and is the total amount of the payments sent by the participant in settlement of Lynx payment obligations that have been settled through Lynx in all settlement mechanisms. Payment items For the purpose of the definition payment item in subsection 2(1) of the Act, payment messages are a class of payment items. Sending payment messages A participant may, in accordance with the procedures set out in the Rules, send a payment message to another participant for the settlement of a Lynx payment obligation through Lynx. Designation of settlement mechanism The participant must designate in the payment message the settlement mechanism that is to be used. Financial message service provider The Association must arrange for a financial message service provider to extract settlement instructions from payment messages, send those settlement instructions to Lynx and provide participants with payment messages and payment confirmation reference numbers. Extraction of settlement instructions by participant A sending participant may extract the settlement instructions from a payment message and send them to Lynx if, as a result of technical difficulties, the financial message service provider is unable to receive the payment message or extract the settlement instructions; or the sending participant is unable to send the payment message to the financial message service provider. Settlement instructions sent to settlement mechanism Immediately after receiving settlement instructions, Lynx must send them to the settlement mechanism designated under subsection 27(2). Exceptions Despite subsection (1), the settlement instructions must be sent to the conditional release mechanism if the sending participant has directed that transfer of the amount specified in the settlement instructions is to occur at a specific time later in the payments processing cycle, the sending participant or receiving participant is temporarily unable to settle the Lynx payment obligation through Lynx, the settlement mechanism designated under subsection 27(2) is not open, transfer of the amount specified in the settlement instructions would exceed the “net send limit”, as defined in the Rules, set by the sending participant, or the Rules require that the settlement instructions must be validated by the sending participant before the Lynx payment obligation can be settled through Lynx; or be rejected if the payment message is a duplicate or the settlement instructions contain an error specified in the Rules. Settlement required Subject to subsection (2), the Association must settle each Lynx payment obligation for which settlement instructions are sent to a settlement mechanism under subsection 30(1) or from the conditional release mechanism. Exception — negative balance Unless the sending participant is the Bank, the Association must not settle a Lynx payment obligation if settling it would result in a negative balance in the Lynx account for the settlement mechanism designated under subsection 27(2). Settlement through Lynx For the purpose of this By-law, a Lynx payment obligation is settled though Lynx when the Association transfers the amount indicated in the settlement instructions from the sending participant’s Lynx account for the settlement mechanism designated under subsection 27(2) to the receiving participant’s Lynx account for that settlement mechanism; and the Association makes the corresponding entries to those accounts in accordance with the procedures set out in the Rules. Payment confirmation reference number After a Lynx payment obligation is settled through Lynx, the Association must provide the financial message service provider with the payment confirmation reference number that is to accompany the payment message that the service provider will provide to the participants. Finality for participants A sending participant’s payment to a receiving participant is final and irrevocable when the Lynx payment obligation is settled through Lynx in accordance with subsection 32(1). Settlement queues If a Lynx payment obligation cannot be settled through Lynx immediately after the settlement instructions are sent to a settlement mechanism, those instructions must be held in the settlement queue for that settlement mechanism, in the sequence set out in the Rules, for processing later in the payments processing cycle; or be rejected, if that settlement mechanism does not have a settlement queue. Removal from queue A sending participant may, at any time, remove from a settlement queue any settlement instructions that were contained in a payment message that it sent. Rejection of settlement instructions Settlement instructions must be rejected if they remain in the settlement queue when the settlement mechanism closes; or they remain in the conditional release mechanism when the finalization window begins. Payment After a Lynx payment obligation is settled through Lynx and the receiving participant has the payment message and the payment confirmation reference number, the receiving participant must make the amount of the payment finally and irrevocably available to the payee in the case where the payee makes a reasonable request for payment before the end of the payments processing cycle, as soon as feasible after the request is received, but by no later than the end of the payments processing cycle; and in any other case, by no later than the end of the payments processing cycle. Service charges A receiving participant may deduct the amount of a service charge from the amount of a payment and must comply with the deduction and disclosure procedures, if any, set out in the Rules. Final and irrevocable The amount of a payment is made finally and irrevocably available to a payee when the earliest of the following actions is taken: the receiving participant credits the amount to an account of the payee; the receiving participant lawfully applies the amount against a debt of the payee; and the receiving participant otherwise makes the amount of the payment accessible to the payee. Representation to payee A receiving participant must not represent to a payee that a payment it has made to the payee is a payment under section 36 unless there is an associated Lynx payment obligation that has been settled through Lynx. Finality for payee If a receiving participant makes a payment available to a payee and there is no associated Lynx payment obligation or that obligation has not yet been settled through Lynx, the amount of the payment is made finally and irrevocably available to the payee if the payee requests that the receiving participant provide the payment confirmation reference number; and the receiving participant provides the payee with a number that it represents as being the payment confirmation reference number. Exceptional circumstances If any of the following exceptional circumstances exist, the receiving participant must comply with the procedures set out in the Rules for those circumstances instead of making the amount of the payment finally and irrevocably available to the payee in accordance with section 36: the payment message received by the receiving participant contains an error or omission specified in the Rules; the payment message is received by the receiving participant after the time specified in the Rules; the amount of the payment to be made available must be converted into a currency other than Canadian dollars; action is required by the branch or office at which the amount of the payment is to be made available to the payee and the receiving participant receives the payment message and payment confirmation reference number after the time specified in the Rules; the receiving participant cannot make the amount of the payment available due to circumstances beyond its control; the receiving participant cannot make the amount of the payment available because of a restriction it has imposed on the payee or the account to which the payment is to be credited; in order to comply with a law or an order of a court, the receiving participant cannot make the amount of the payment available to the payee; or the receiving participant agrees to the payee’s request that the amount of the payment not be made available to them. A receiving participant must provide a payee with the payment confirmation reference number if the receiving participant has the number and it is requested by the payee. Payee identifier A receiving participant who receives a payment message that identifies the payee both by name and an account number or other identifier specified in the Rules is not required to detect any inconsistency between them and may, for the purpose of making the amount of the payment available to the payee, rely on that account number or other identifier. Reliance on payee identifier A receiving participant who relies on an account number or other identifier under subsection (1) is deemed to have complied with section 36 even if that reliance results in the amount of the payment being made available to a person other than the payee identified by name in the payment message. Obligations to payee The obligations of a receiving participant under any of sections 36 to 40 are to the payee and no obligation is owed by the receiving participant to the sending participant, the payor or any other person solely because of any of those sections. Requirements not limited The requirements set out in sections 36 to 41 must not be limited by the Rules or any agreement. Consolidation of balances Before the beginning of the finalization window, the Association must, for each participant, consolidate into the participant’s Lynx account for the real-time settlement mechanism the balances in all of the participant’s other Lynx accounts. make the necessary transfers to carry out the consolidation referred to in subsection (1); and make the corresponding entries to the accounts referred to in subsection (1) in accordance with the procedures set out in the Rules. Repayment If the balance in a participant’s intraday loan account is greater than zero when the finalization window begins, the Association must transfer, from the participant’s Lynx account for the real-time settlement mechanism to the participant’s intraday loan account, the lesser of an amount that is equal to the balance in the participant’s intraday loan account, and the balance in the participant’s Lynx account for the real time settlement mechanism; and Balances provided After making any transfer required under subsection (1), the Association must provide the Bank with the balance in the participant’s Lynx account for the real-time settlement mechanism and the participant’s intraday loan account. Transfer to Bank’s Lynx account The Association must transfer the amount of the balances consolidated under subsection 43(1), less any amount transferred under subsection (1), to the Bank’s Lynx account for the real-time settlement mechanism and make the corresponding entries to those accounts in accordance with the procedures set out in the Rules. Rights and liabilities For greater certainty, the respective rights and liabilities of the Bank and a participant in respect of the amount transferred to the Bank under subsection (3) are governed in accordance with the terms of the agreements between them. Advance by Bank If the balance in a participant’s intraday loan account remains greater than zero after a transfer referred to in paragraph 44(1)(a) has been made, the Bank must make an overnight advance to the participant in an amount equal to the outstanding balance of the intraday loan. Transfer and entries transfer the amount of the overnight advance from the Bank’s Lynx account for the real-time settlement mechanism to the participant’s Lynx account for that settlement mechanism; transfer the amount transferred under paragraph (a) to the participant’s intraday loan account; and For greater certainty, the respective rights and liabilities of the Bank and a participant in respect of an overnight advance are governed in accordance with the terms of the agreements between them. Intraday loan repaid A participant’s intraday loan is repaid when the balance of in its intraday loan account is reduced to zero by means of a transfer referred to in paragraph 44(1)(a) or subsection 45(2). Application of sections 36 to 46 Subject to subsection (2), sections 36 to 46 apply in respect of a participant who is subject to a suspension or revocation under this By-law. Payment to payee A participant who is subject to a suspension or revocation under this By-law is required to make the amount of a payment available to a payee only if the associated Lynx payment obligation is settled through Lynx before the suspension or revocation, as the case may be. End of cycle The payments processing cycle ends when the Association has made all transfers and entries required under section 44 and subsection 45(2). Emergency condition If communications between Lynx and a participant are interrupted, the ability of Lynx to receive, send or otherwise process payment messages or to settle Lynx payment obligations is impaired, the safe and efficient operation of Lynx is placed into question or any other emergency affects its operations, the President, with the prior agreement of the Bank and in accordance with the procedures set out in the Rules, may direct that the Lynx operating schedule, or the conduct of any event in the schedule, be changed; direct a participant not to send payment messages for a specified period of time; direct that any day is not a business day; or direct the Association or a participant to take any other action necessary to ensure the safe and efficient operation of Lynx, or the continued processing of payment messages or settlement of Lynx payment obligations. [Amendments] August 28, 2021 This By-law, other than subsections 54(2), 55(2) and (3) and 56(2) and (3) and section 57, comes into force on August 28, 2021. June 1, 2022 Subsections 54(2), 55(2) and (3) and 56(2) and (3) and section 57 come into force on June 1, 2022.