Bank Act (S.C. 1991, c. 46)

Marginal note:Voting by hands or ballot

• 151. (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders or members is to take place by show of hands except when a ballot is demanded by a person entitled to vote at the meeting.

• Marginal note:Ballot

  (2) A person entitled to vote at a meeting of shareholders or members may demand a ballot either before or after any vote by show of hands.

• Marginal note:Electronic voting

  (3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the bank makes one available.

• Marginal note:Voting while participating electronically

  (4) Unless the by-laws provide otherwise, any person who is participating in a meeting under subsection 136(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the bank has made available for that purpose.

• Marginal note:Voting by mail

  (5) The by-laws of a federal credit union may, subject to the regulations and any conditions set out in the by-laws, allow members to vote by mail.

• Marginal note:Regulations

  (6) The Governor in Council may make regulations

  • (a) respecting the manner of and conditions for voting at a meeting of members or shareholders by means of a telephonic, electronic or other communication facility; and

  • (b) respecting the manner and conditions of voting by mail by members of federal credit unions.

Marginal note:Resolution in lieu of meeting

• 152. (1) Except where a written statement is submitted by a director under section 174 or by an auditor under subsection 321(1),

  • (a) a resolution in writing signed by all the persons entitled to vote on that resolution at a meeting of shareholders or members is as valid as if it had been passed at a meeting of the shareholders or members; and

  • (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or members, and signed by all the persons entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or members.

• Marginal note:Filing resolution

  (2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings.

• Marginal note:Evidence

  (3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.