Canadian Payments Association By-law No. 1 — General

Canadian Payments Association By-law No. 1 — General 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. 1 — General. Ottawa, December 1, 2016 The Minister of Finance, pursuant to subsection 18(2)c of the Canadian Payments Actb, approves the annexed Canadian Payments Association By-law No. 1 — General, made by the Board of Directors of the Canadian Payments Association. Ottawa, December 23, 2016 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) Member Advisory Council means the Council established under section 21.4 of the Act. (comité consultatif des membres) payment service provider means a person that supports the operation, maintenance and development or enhancement of payment systems that directly or indirectly interface with the national clearing and settlement systems. (fournisseur de services de paiement) payment system means a system or arrangement for the exchange of messages effecting, ordering, enabling or facilitating the making of payments or transfers of value that are subsequently cleared and settled as payment items through the systems operated by the Association. (système de paiement) stakeholder means a person that is a user or a payment service provider or represents the interests of a group of users or payment service providers, but is not a member. (intervenant) Stakeholder Advisory Council means the Council established under section 21.2 of the Act. (comité consultatif des intervenants) Registration as member The Association must register every bank and every authorized foreign bank as a member. Information required Every bank, on the day on which it comes into existence, and every 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, must provide the Association with the following: its name and the date on which and method by which it came into existence; the date on which it intends to commence operations; the address of its head office or another address — including an email address — designated by it as its address for the delivery of notices; the name and address of its president or chief executive officer; the names and addresses of its directors and senior officers; a certified copy of its incorporating instrument or letters patent; a certified copy of its by-laws; a copy 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; 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, the regulatory authority in the foreign country in which it was incorporated or formed; and its agreement to provide any other information about it that may be required by the Association in connection with the objects, business or affairs of the Association. Requirement for membership A payment service provider referred to in paragraph 4(2)(i) of the Act must be registered, as defined in section 2 of the Retail Payment Activities Act, to be a member under that paragraph. Contents of application Every application for membership in the Association by an applicant that is entitled to be a member under subsection 4(2) of the Act must include the following: the applicant’s name and the date on which and method by which it came into existence; a certified copy of the resolution of its board of directors or executive committee authorizing the application; a copy of its 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; a certified copy of its charter, letters patent or incorporating instrument; a certified copy of its by-laws; and Additional information The applicant must also provide to the Association, if it 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 about the applicant from that regulatory authority; if it is a securities dealer, evidence of its membership in one of the organizations referred to in section 2 of the Canadian Payments Association Membership Requirements Regulations and evidence of registration as a securities dealer under provincial laws; if it is a qualified corporation, on behalf of its money market mutual fund, a copy of the most recent 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; if it is a trustee of a qualified trust, a certified copy of its trust agreement, a copy of the most recent 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; if it is a central, a trust company, a loan company or a local, a declaration setting out that it accepts deposits transferable by order and, if applicable, its confirmation of a clearing arrangement; if it accepts deposits transferable by order, a declaration 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; if it is a payment service provider referred to in paragraph 4(2)(i) of the Act, evidence that it is registered, as defined in section 2 of the Retail Payment Activities Act; and if it is a clearing house of a clearing and settlement system, as those terms are defined in section 2 of the Payment Clearing and Settlement Act, evidence that the clearing and settlement system is designated under subsection 4(1) of that Act. Payment of dues The applicant is liable to pay dues to the Association on the day on which its membership commences. Notification — change in circumstances Every member must notify the Association without delay of any change in circumstances that would affect their entitlement to be a member under subsection 4(2) of the Act. Bridge institution A member that is a federal institution, as defined in section 2 of the Canada Deposit Insurance Corporation Act, and is designated as a bridge institution for another member by an order made under paragraph 39.13(1)(c) of that Act is deemed, as of the date and time specified in the order for it to assume that other member’s deposit liabilities, to have, as between itself and all of the other members except that other member for whom it has been designated as a bridge institution, acquired all of that other member’s rights under the by-laws and assumed all of that other member’s obligations to those other members under the by-laws, in respect of the exchange, clearing or settlement of payments. Suspension Despite the Canadian Payments Association By-law No. 6 — Compliance, the Board may suspend one or more of the rights of a member if the member has failed on more than one occasion to comply with any provision of the Act, the by-laws or the rules; a liquidator, a trustee in bankruptcy, a receiver, a receiver-manager or a sequestrator is appointed by an authorized person or a court of competent jurisdiction to take possession of all, or any part of, the member’s assets or undertakings; or a member proposes any arrangement or composition with its creditors, invokes any statute in that regard or commits any act of bankruptcy. Exception The Board must not suspend a member’s rights under paragraph (1)(b) or (c) if the member is the subject of an order made under subsection 39.13(1) of the Canada Deposit Insurance Corporation Act. Notice to member — suspension The Board must, as soon as feasible, notify the member in writing of its decision to suspend the member’s rights and the reasons for the suspension and, if the Board considers it necessary, must notify at the same time the other members in writing of the suspension. Review If the member requests a review within five days after receiving the notice, the Board must review its decision and provide the member with an opportunity to make representations. Notice to member — review After the review, the Board must, as soon as feasible, notify the member in writing of its decision and the reasons for it. The Board must notify at the same time the other members in writing of its decision and reasons if the members were previously notified of the suspension under subsection (2) and the suspension was terminated; or the members were not previously notified of the suspension under subsection (2) and the suspension was confirmed. Notice to other members The Board must 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). Survival of obligation to pay Despite the suspension of a member’s rights, the member continues to be liable to pay dues and fees to the Association. Application of By-law No. 6 The suspension of a member’s rights under section 7 does not affect the operation of Canadian Payments Association By-law No. 6 — Compliance in respect of the member. Reinstatement The Board must reinstate the rights of a member that have been suspended under section 7 if the member applies for reinstatement and the reasons for the suspension no longer exist. Maximum number of members The Stakeholder Advisory Council is to be made up of no more than 20 individuals, of which at least one but no more than two must be elected directors of the Association. Composition — criteria The Council must include at least 12 members who represent users, of which at least two must represent consumers, at least one must represent the retail sector, at least one must represent the federal government, at least one must represent a provincial government and at least one must represent the treasury and cash management services sector; and at least one member who represents payment service providers. Eligibility — criteria Every individual appointed to the Stakeholder Advisory Council, other than an elected director of the Association, must represent the interests of the stakeholder that that individual is appointed to represent; not be a director, officer or employee of a member; and not be a director of the Association. Evaluation of nominees In consultation with the Minister of Finance, the Board must evaluate each eligible nominee and, in doing so, must 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 perspectives to the Association or to any of its working groups or committees; give preference to nominees who represent stakeholders whose interests are national in scope; with respect to nominees who are representative of users, 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 nominees, to nominees who represent the interests of a prominent corporation within their industry; and with respect to nominees who are representative of payment 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 nominees, to nominees who represent the interests of a prominent corporation within their industry. Other criteria If, after each nominee is evaluated in accordance with the requirements of sections 10 and 11 and subsection (1), the number of nominees who are qualified exceeds the number of vacancies on the Council, the Board may consider whether the stakeholder whose interests would be represented by the nominee is already adequately represented on the Council; the business of the stakeholder whose interests would be represented by the nominee and its degree of reliance on the payment system; the level of research and development with regard to payment systems that has been undertaken by the stakeholder whose interests would be represented by the nominee; the nominee’s affiliations or experience with international organizations that have an interest relating to payment systems and the extent of those affiliations and that experience; and the skills, expertise and experience that the Board considers necessary to permit the Council to carry out its responsibilities effectively. Term and reappointment Members of the Stakeholder Advisory Council, other than elected directors of the Association, are to be appointed for a term of no more than three years and may be reappointed for any number of additional terms. Elected directors A member of the Council who is an elected director of the Association must be appointed for a term fixed by the Board and may be reappointed for any number of additional terms. Removal On the recommendation of the chairperson of the Stakeholder Advisory Council, and after consultation with the Minister of Finance, the Board may remove a Council member, other than an elected director of the Association, from office if the Council member has been absent without just cause from three consecutive meetings of the Council; represents the interests of a stakeholder that has ceased to exist or is no longer a stakeholder; or no longer meets the eligibility criteria that are set out in the Act or this By-law. When membership ceases A person ceases to be a member of the Stakeholder Advisory Council when their term expires; they are unable to act due to an extended incapacity or illness; they are removed from office under section 14; they cease to be an elected director of the Association; or they resign, in which case their resignation takes effect on the later of the day on which their resignation is given to the Board, and the day specified in their resignation. If a vacancy occurs because an elected director of the Association ceases to be a member of the Stakeholder Advisory Council before their term would have expired, and if no other Council member is an elected director, the Board must appoint an elected director to the Council for the remainder of that term. Other Council members If a vacancy occurs because a member of the Council, other than an elected director of the Association, is removed under paragraph 14(a) or (c) or ceases to be a member under paragraph 15(b) or (e), in the case where the vacancy occurs three months or more before the day on which their term would have expired, the stakeholder whose interests were represented by that Council member may nominate a substitute for the remainder of that term; or in any other case, the vacancy must not be filled. No stakeholder If a vacancy occurs because a member of the Council is removed under paragraph 14(b), in the case where the vacancy occurs one year or more before the day on which their term would have expired, the Board may appoint a substitute for the remainder of that term; or Substitute appointed by Board If the stakeholder mentioned in paragraph (1)(a) fails to nominate a substitute within the period specified in the notice of vacancy, the Board may appoint a substitute. Class Members of the Stakeholder Advisory Council who represent consumers are prescribed as a class for the purposes of subsection 21.2(7) of the Act. The Member Advisory Council must be made up of no more than 20 individuals, of which no more than two may be elected directors of the Association. The Council must include at least six members who are representative of direct participants, at least two members who are representative of group clearers and at least four members who are representative of indirect participants. The following definitions apply in subsection (2). direct participant means a direct clearer as defined in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System; [Repealed, SOR/2021-182, s. 56] a participant as defined in section 1 the Canadian Payments Association By-law No. 9 — Lynx, except a group clearer; or a party to any clearing and settlement system, payment system or system or arrangement that is established or operated by the Association, except the Automated Clearing Settlement System as defined in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System, Lynx as defined in section 1 of the Canadian Payments Association By-law No. 9 — Lynx. (participant direct) group clearer means a group clearer as defined in section 1 of the Canadian Payments Association By-law No. 3 — Payment Items and Automated Clearing Settlement System. (adhérent-correspondant de groupe) indirect participant means a member that, in the normal course of business, does not maintain a settlement account at the Bank of Canada. (participant indirect) Every individual appointed to the Member Advisory Council, other than an elected director of the Association, must be a director, officer or employee of a member and must represent the interests of that member. The members of the Council must have, as a group, the skills, expertise and experience that the Board considers necessary to permit the Council to carry out its responsibilities effectively. Members of the Member Advisory Council must be appointed for a term of no more than three years and may be reappointed for any number of additional terms. Despite subsection (1), a member of the Council who is an elected director of the Association must be appointed for a term fixed by the Board and may be reappointed for any number of additional terms. On the recommendation of the chairperson of the Member Advisory Council, the Board may remove a Council member, other than an elected director of the Association, from office if the Council member has been absent without just cause from three consecutive meetings of the Council; or no longer meets the eligibility criteria that are set out in the Act or in this By-law. A person ceases to be a member of the Member Advisory Council when they are removed from office under section 21; they cease to be an elected director of the Association; they cease to be a director, officer or employee of the member whose interests they represent; or If a vacancy occurs because an elected director of the Association ceases to be a member of the Member Advisory Council before their term would have expired, the Board may appoint an elected director to the Council for the remainder of that term. If a vacancy occurs because a member of the Council, other than an elected director of the Association, ceases to be a member under section 22, in the case where the vacancy occurs three months or more before the day on which their term would have expired, the member whose interests were represented by that Council member may nominate a substitute for the remainder of that term; or If the member mentioned in paragraph (1)(a) fails to nominate a substitute within the period specified in the notice of vacancy, the Board may appoint a substitute. [Repeal] Registration This By-law comes into force on the day on which it is registered.